marshall & llsley corp annual reports 2003

TA B L E O F C O N T E N T S

one 2003 FINANCIAL HIGHLIGHTS

two TO OUR SHAREHOLDERS

five BEYOND BRICKS AND MORTAR

six GROWTH IN TRADITIONAL AND NEW MARKETS

nine FINANCIAL INSTITUTIONS GROUP ACCELERATES

GROWTH BEYOND TRADITIONAL MARKETS

ten RETAIL BANKING CUSTOMERS BENEFIT FROM

NEW PRODUCT INTRODUCTIONS

thirteen BUSINESS AND COMMERCIAL BANKING

CONTINUE TO GROW CUSTOMER BASE

fourteen WEALTH MANAGEMENT BUSINESSES

FOCUS ON STRONG PERFORMANCE

seventeen METAVANTE CORPORATION: TURNING HIDDEN

REVENUE INTO PROFITS

twenty MARSHALL & ILSLEY CORPORATION OFFICERS

twenty-one MARSHALL & ILSLEY CORPORATION

BOARD OF DIRECTORS

twenty-two AFFILIATE BOARDS OF DIRECTORS

thirty-two SELECTED FINANCIAL DATA

thirty-seven CONSOLIDATED FINANCIAL INFORMATION

– MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL POSITION AND RESULTS OF OPERATIONS

– CONSOLIDATED FINANCIAL STATEMENTS

– INDEPENDENT AUDITORS’ REPORT AND

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

inside back cover SHAREHOLDER INFORMATION

o n e

($000’s except share data) 2003 2002 2001

OPERATING INCOME $545,629 $484,549 $420,976

NET INCOME 544,105 480,327 337,485

PER SHARE

Diluted – Operating Income $2.39 $2.18 $1.93

Diluted – Net Income 2.38 2.16 1.55

Dividends Declared 0.700 0.625 0.568

Shareholders’ Equity 15.00 13.51 11.65

FINANCIAL CONDITION – AVERAGE

Assets $33,268,021 $29,202,650 $26,370,309

Loans and Leases 24,392,591 21,028,444 18,201,142

Deposits 21,985,878 18,642,987 17,190,591

Shareholders’ Equity 3,240,654 2,766,690 2,429,559

OTHER SIGNIF ICANT DATA

Return on Average Shareholders’ Equity

Operating Income 16.84% 17.51% 17.33%

Net Income 16.79 17.36 13.89

Return on Average Assets

Operating Income 1.64 1.66 1.60

Net Income 1.64 1.64 1.28

Net Charge-Offs to Average Loans and Leases 0.21 0.21 0.22

Allowance for Loan and Lease Losses to

End of Period Loans and Leases 1.39 1.42 1.39

See page 36 for Reconciliation of Operating Income to Net Income

The summary financial and other information contained herein is not complete and should be read in conjunctionwith Marshall & Ilsley Corporation’s Annual Report on Form 10-K for the year ending December 31, 2003.

2 0 0 3 F I N A N C I A L H I G H L I G H T S

James B. Wigdale, Chairman of the Board, Marshall & Ilsley Corporation, and Dennis J. Kuester, President and Chief

Executive Officer, Marshall & Ilsley Corporation; Chairman of the Board and Chief Executive Officer, M& I Marshall & Ilsley

Bank; and Chairman of the Board, Metavante Corporation, in front of M& I’s annual holiday display, M& I’s holiday gift to the

community for over 30 years.

2003 was a significant year for M&I, in terms of

expansion, success across our business lines, and

positive corporate earnings. Faced once again with

an uncooperative economy, M&I maintained consistent

growth despite challenges facing the banking industry.

M&I stock increased 39.7 percent during the year,

outperforming both the S&P 500 and our peers in

the banking industry.

We ended the year with $34.4 billion in assets. Net

income for the year ended December 31, 2003 was

$2.38 per diluted share, or $544.1 million, as com-

pared to $2.16 per diluted share, or $480.3 million,

in 2002. Net income per share for 2003 increased

10.2 percent over 2002. Operating income for the

year ended December 31, 2003, which excludes

transition-related expenses associated with Metavante

Corporation’s Paytrust acquisition, was $2.39 per

diluted share, or $545.6 million, as compared to

$2.18 per diluted share, or $484.5 million, in 2002.

Operating income per share increased 9.6 percent

in 2003 over 2002.

Throughout 2003, we experienced successes across

the Corporation. Our mortgage company had another

record-breaking year, experiencing high volume for

the second year in a row, and Metavante Corporation

returned to double-digit growth, posting an increase

of 16 percent in segment income for the year. Our

historically excellent credit quality, loan growth, and

expense management also contributed to a strong year.

T O O U R S H A R E H O L D E R S

t w o

We increased the number of banking offices in the

fast-growing Arizona market from 24 to 28, with

plans to open more offices in Arizona, St. Louis,

and Minnesota in 2004, through which we will have

the opportunity to welcome many new customers

and employees to the M&I family. We are also pleased

to have new offices in Duluth, Minnesota, and Bonita

Springs, Florida.

Our expansion efforts have served us well, and will

continue to benefit us as we grow marketshare and pro-

vide our customers with the products and services that

will help them succeed. Our vision, however, is to provide

high-quality financial products and services to every consumer

and business in the United States, either directly through the

M&I brand or indirectly through other financial institutions.

For this reason, in addition to targeted expansion in

both traditional and new markets, we’re moving

beyond a traditional “bricks and mortar” philosophy

to address the needs of individuals, businesses, and

corporations nationwide. We continue to expand our

physical presence, but at the same time are exploring

new ways to reach customers outside our traditional

M&I footprint.

Now, with M&I or Metavante offices in 26 states and

with customers in all 50, M&I truly is a national

financial services provider. We will continue to pursue

all opportunities to grow our national presence,

whether we’re establishing new locations in our core

markets or reaching more customers nationwide

through services such as outsourcing, wealth manage-

ment, or investments.

Our goal is to provide you, our shareholders, with

a favorable long-term return on your investment

by continuing to perform in the top quartile of our

banking peers in profitability and growth.

Our achievements in 2003 would not have been

possible without the dedication of our employees

corporate-wide and the experienced leadership of

M&I executive management. This year we were

pleased to welcome two additions: In March,

Frank Martire became President and Chief

Executive Officer of Metavante Corporation, and

in June, Ken Krei joined Marshall & Ilsley Trust

Company N.A. as President and Chief Executive

Officer. We look forward to working with them

in the years to come.

Sincerely,

James B. Wigdale Dennis J. Kuester

Chairman President and

Chief Executive Officer

t h r e e

f i v e

Stephen Butterfield, Co-Chief Executive Officer and Vice Chairman of Nelnet, visits with students on the campus of Southwestern

College in Arizona. Nelnet, one of the leading education finance companies in the United States, is headquartered in Lincoln,

Nebraska. Nelnet uses M&I’s Correspondent Banking services and recently became M&I’s student loan servicer for Arizona.

With M&I or Metavante locations throughout the

United States and customers in all 50 states, Marshall

& Ilsley Corporation has proven itself as a national

financial services provider. Through our extensive

network of offices and the efforts of our employees

to connect customers with the M&I professionals,

products, and services to meet their needs, we are

able to reach customers regardless of where they

live or do business.

As a result, our vision of providing high-quality

financial products and services to every consumer

and business in the United States, either directly

through the M&I brand or indirectly through other

financial institutions, has never been more possible

than it is today.

Throughout this annual report, we have featured several

companies from across the United States that, although

outside of M&I’s traditional markets, utilize M&I

services to meet their financial needs. These compa-

nies, from Spokane, Washington, to Philadelphia,

Pennsylvania, are but a few examples of our efforts

to go beyond traditional bricks and mortar to reach

potential customers from coast to coast.

B E Y O N D B R I C K S A N D M O R T A R T M

Metavante Processing(Customers in 50 states)

Banking Offices(Offices in 7 states)

Marshall & Ilsley Trust Company N.A.(Offices in 8 states)

Correspondent Banking Loan and Deposit Relationships(Customers in 37 states)

Investment Services(Customers in 25 states)

M&I First National Leasing(Offices in 8 states)

Dealer Finance(Offices in 8 states)

Item Processing(Offices in 7 states)

Metavante Corporation(Offices in 11 states)

M&I Home Lending Solutions(Offices in 20 states)

Riteway Bus Service, Germantown, Wisconsin, discovered the benefits of prepaid cards available through M&I’s Treasury

Management area. Drivers such as Monica Bailey, pictured with Ronald Bast, President, Riteway Bus Service, use them for the

convenience they offer in paying daily expenses incurred while on the road.

Throughout 2003, we continued to expand within our

core markets, opening new offices in areas of growth

and enhancing our presence nationwide.

In our home state of Wisconsin, M&I Marshall &

Ilsley Bank currently has 199 offices, and continues

to be the marketshare leader in the state.

In Arizona, we opened four new offices during the

year. The reception to this expanded network of

offices has been very positive. We experienced

34 percent growth in the Arizona market in 2003,

growing faster than the market itself, and will open

additional offices in 2004.

We completed the integration of Southwest Bank of

St. Louis in February of 2003, and later in the year

acquired the employee benefit plan business of United

Missouri Bank. The addition of private banking and

enhancement of our mortgage services at Southwest

Bank of St. Louis will continue to play a significant role

in building M&I’s reputation in this growing market.

A new Private Bank office in Bonita Springs, Florida,

enhances our presence in the greater Naples area,

and in Minnesota, a new location in Duluth brings

our total Minnesota locations to 11.

The acquisition of AmerUs Home Lending in

Urbandale, Iowa, will assist us in expanding our

product line and distribution channel in the wholesale

real estate lending market. At the start of 2004,

M&I’s Home Equity division had customers in

45 states and 56 home equity representatives. In

2003, M&I Home Lending Solutions experienced

an increase in loan production and correspondent

business, resulting in a 43 percent increase in average

outstandings.

We look forward to exploring additional opportuni-

ties for growth in the future, both in markets M&I

has traditionally served, and new markets where we

can lay a solid foundation for success.

As always, we will continue to work hard to antici-

pate our customers’ needs and expand our product

and service offerings throughout the M&I network

to best serve our current and future customers.

G R O W T H I N T R A D I T I O N A L A N D N E W M A R K E T S

s i x

Doug Brodzik, Senior Vice President, M&I Marshall & Ilsley Bank, visits Arthur Birenbaum, Executive Vice President,

Head Commercial Lender, and Scott Megargee, Executive Vice President, Chief Lending Officer, both of Philadelphia,

Pennsylvania-based The Bancorp Bank, a client of M&I’s Financial Institutions Group. M&I Bank and The Bancorp Bank

work jointly on business endeavors, including the financing of projects for developers such as Allan Domb. Domb developed

The Barclay Hotel (pictured here), a condominium building located in center city Philadelphia.

M&I’s Financial Institutions Group (FIG) has played

a vital role in helping M&I move beyond its traditional

market footprint. Through FIG, M&I business lines

that specialize in serving financial institutions have

the opportunity to further assist customers nationwide

by referring them to other financial specialists through-

out M&I.

Independently, the areas of Trust, Treasury

Management, Support Services, Correspondent

Banking, Investment Services, Metavante Corporation,

and Strategic Sales Outsourcing have, in the past,

provided financial institutions and other customers

with the products and services they require. Together,

the members of FIG act as a team, providing

customers with a unique set of solutions to help them

achieve their goals of increasing customer satisfaction,

market share, and profitability. This relatively new

combined sales effort has driven growth throughout

the Corporation and promises to play a key role in

M&I’s strategy to grow its customer base in the future.

The FIG business-partner approach has served M&I

well, resulting in increased customer retention, new

cross-selling opportunities, and high-quality business

leads. Not surprisingly, it has also enabled us to signifi-

cantly grow our business beyond our traditional

markets. The impact of the Financial Institutions

Group is substantial; by the end of the year, we

were able to close many product sales to customers

throughout the United States – sales that were

facilitated through FIG’s strong referral network.

FIG has also had a tremendous impact on our success

at the business-line level. Correspondent Banking now

has correspondent loan and deposit relationships in

37 states, and Investment Services serves financial

institutions in 25 states. In addition, as a leading

technology provider, Metavante Corporation now

serves over 5,000 financial institutions in 50 states

and 23 countries.

As a member of FIG, Metavante Corporation provides

us with a unique advantage few of our competitors

can match. As a software and processing provider,

Metavante ensures our customers have access to the

products, services, and specialists to meet their tech-

nology needs – in addition to the traditional financial

services offered through M&I.

F I N A N C I A L I N S T I T U T I O N S G R O U P

A C C E L E R A T E S G R O W T H

B E Y O N D T R A D I T I O N A L M A R K E T S

n i n e

Customers are quickly discovering the value of the new M&I Rewards program, which offers the opportunity to earn valuable

rewards simply by using the M&I Rewards Credit Card and the M&I Rewards Check Card. When customers use their Rewards

card at retailers, such as M&I customer American TV and Appliance (pictured opposite), they earn points that can be redeemed

for gift certificates, travel packages, and more.

Our retail banking customers continue to have more

choices than ever before, with 24-hour banking by

phone and on the Internet, and local offices in regions

across the country, offering products and services

designed to meet all their financial needs.

And now, the new M&I Rewards program offers

customers even more reasons to bank with M&I.

By using the M&I Rewards Credit Card and the

M&I Rewards Check Card, customers earn points

and redeem them for valuable rewards including gift

cards, entertainment, hotel stays – even airline tickets

and cruises. Customers have been reaping the rewards

of using these valuable cards since the program’s

introduction in early 2003.

To assist our business and community banking

customers in efficiently managing their M&I checking

accounts, we introduced a new check imaging service.

Now, instead of receiving cancelled checks in the mail,

or requesting a copy of a specific check as needed,

customers can access check images online. By October

2004, the Check Clearing for the 21st Century Act will

require all banks to process checks electronically –

one of the first steps in a nationwide effort to eliminate

paper check processing. M&I’s introduction of check

imaging positions us well to realize the benefits of this

new law.

We’re also making it easier for individuals who are

seeking new car loans to be approved immediately,

onsite at the dealership. M&I Dealer Finance, working

in conjunction with Metavante Corporation, offers

DealerTrackTM, new technology that enables dealers

to receive real-time approvals for their customers.

M&I Dealer Finance experienced a 35 percent

increase in production over 2002 by building stronger

dealer relationships and improving service through

advances in technology, such as DealerTrack.

College students also have new financing opportunities

through M&I Alternative Student Loans, a product that

complements M&I’s Stafford and Parent PLUS loans

and is designed for students who do not receive enough

financial aid to cover college costs.

And, for the third year in a row, M&I retail customers

made the most of the low interest rate environment to

purchase new homes or refinance their mortgage loans.

We surpassed $5.3 billion in mortgage loan volume,

exceeding 2002 by almost $1 billion, and served more

than 30,000 customers during the year.

R E T A I L B A N K I N G C U S T O M E R S B E N E F I T

F R O M N E W P R O D U C T I N T R O D U C T I O N S

t e n

Randy Brown, Chief Executive Officer, AGSCO, and Katie Kelley, Executive Vice President, Regional Manager, Commercial

Banking, M&I Bank, Minnesota, at AGSCO’s headquarters in Grand Forks, North Dakota. M&I provides a full

complement of commercial banking products to the Brown family of companies, including AGSCO, a retailer and distributor of

agricultural products.

M&I’s Commercial Banking division succeeded in

securing new business throughout the year despite

an economy that was financially challenging for both

existing and potential customers. Growth in deposit-

based relationships and cross-selling within our exist-

ing customer base continue to be important strategies

in successfully serving our customers’ needs. In 2003,

we also added a significant number of new customer

relationships in all our markets, while maintaining

M&I’s high standards of credit quality.

Our commercial real estate business experienced its

third straight year of strong growth across all markets.

An active housing market resulted in an increase in

financing of investor-owned commercial real estate,

and was a key factor in the year’s significant growth.

At year-end, M&I’s commercial real estate business

topped $8.2 billion.

M&I’s small business lending continued to grow

in 2003, ending the year with a 14.3 percent annual

growth rate. M&I’s small business portfolio, repre-

senting borrowing relationships of up to $500,000,

grew to over $1.1 billion during the year. In

Wisconsin, M&I again earned the distinction of

being named the number-one small business lender

by the U.S. Small Business Administration.

For our treasury management customers, M&I’s

prepaid cards continue to increase in popularity,

providing employers with the means to reward or

pay their employees with a disposable or reloadable

card that can be used much like a credit or debit card.

In addition, municipalities and nonprofit organiza-

tions are learning the value of M&I’s Civic Checking,

a product that offers flexible deposit solutions for

our customers.

In addition to businesses and commercial entities,

other financial institutions rely on M&I for the services

we can provide to both the financial institution and its

customers. These services, provided through M&I’s

Correspondent Banking division, include deposit

and lending services, plus treasury management and

international services. In 2003, as customers took

advantage of low interest rates to pay off loans,

Correspondent Banking pursued new business by

expanding into new market territories and taking

advantage of opportunities presented by M&I’s

Financial Institutions Group.

B U S I N E S S A N D C O M M E R C I A L B A N K I N G

C O N T I N U E T O G R O W C U S T O M E R B A S E

t h i r t e e n

Sue Bernarde, Vice President, Marshall & Ilsley Trust Company N.A., and Wayne Klomstad (far right), Vice President, Marshall

& Ilsley Trust Company N.A., meet with Jack Heath, President and Chief Operating Officer, and Tom Nesbitt, Trust Administration

Manager, both of Washington Trust Bank, an M&I trust operations outsourcing customer based in Spokane, Washington.

As of December 31, 2003, M&I Investment

Management Corp. (IMC) managed $15.7 billion

in assets. Strong investment performance remains

the primary focus at IMC and 2003 was no different,

especially for the Mid-Cap Value, Small-Cap

Growth, and Money Market strategies. Each fin-

ished in the top 15 percent of their respective peer

groups for the three years ending December 2003.

M&I’s Custom Quantitative Solutions Group created

the M&I High Dividend Strategy to provide cus-

tomers with increased income and less stock market

volatility, attracting $100 million in new assets in

the program’s first twelve months. The Marshall Asset

Allocation Program (MAAP), a product made up of

M&I’s own Marshall Funds and other leading mutual

funds, experienced another successful year, reaching

over $1 billion in investments for the first time.

Interest in the complete IMC line-up continues to

grow within the institutional marketplace.

Marshall & Ilsley Trust Company N.A. currently serves

more than 1,200 company relationships through its

commercial trust services, including nearly 430,000

participants in 401(k) and other defined contribution

plans. In 2003, the company was rated Best in Class

in 14 of 18 categories as surveyed by PLANSPONSOR

magazine, surpassing its already high rating from the

prior year. M&I received Best in Class ratings for its

services in categories such as reporting accuracy and

timeliness, range of investment options, Internet ser-

vices, participant call center, employee communication

materials, and account representative expertise.

M&I Trust Operations Outsourcing experienced

a successful sales year, broadening its footprint of

serving the back-office needs of financial services

companies throughout the United States, most of

which are outside of M&I’s traditional markets.

Working together, Metavante Corporation and M&I

Trust Operations Outsourcing provide the technology

and personnel required to meet all of an organization’s

trust technology and operations needs.

Our Wealth Management area continues to grow

as we serve the needs of affluent customers in all

our regions and integrate these services as part of

an offering that also includes private banking and

brokerage services. We continue to attract new

customers and enhance existing relationships through

a comprehensive offering of products and services.

W E A LT H M A N A G E M E N T B U S I N E S S E S

F O C U S O N S T R O N G P E R F O R M A N C E

f o u r t e e n

Gary Geisel, Chairman and Chief Executive Officer, Provident Bankshares Corporation, and Provident Bank’s Group

Manager, Operations, Russell Johnson (foreground) discuss services provided by Metavante Corporation. The Baltimore,

Maryland-based bank is a Metavante core processing client that also uses Metavante’s customer relationship management prod-

ucts, electronic funds transfer and card products, and eFinance products.

During 2003, Metavante Corporation added financial

services clients located beyond the bounds of the con-

tiguous United States, ranging from Puerto Rico to

Guam, and document composition software clients

throughout Europe, from Norway to Italy. To serve

these clients, our customer service centers are staffed

24 hours a day, seven days a week, 365 days a year.

The goal: never miss a beat in delivering premier

customer care.

Anywhere, Anytime Account Access

Metavante financial services clients are located in six

time zones throughout North America, stretching

from Puerto Rico to the Hawaiian Islands, from the

Atlantic to the Pacific Oceans. Yet, our clients’ cus-

tomers may be located anywhere. Our online banking

and bill payment technologies help meet their end-

customer needs by providing financial account access

from anywhere in the world over the Internet.

Throughout the year, Metavante demonstrated its

proven technology leadership as it converted many

financial institution clients and their tens of thousands

of customers onto new consumer electronic banking

and bill payment platforms that provide enhanced

end-user experiences and added conveniences.

The Metavante electronic banking solution is

designed to enhance the delivery of electronic infor-

mation to financial institutions, while the Metavante

electronic presentment and payment solution is

designed to add value to payment transactions.

Metavante also provides these technologies to other

industries including insurance, telecommunications,

and utilities.

With several large banks converting to the Metavante

financial account processing system during 2003,

including Bank of Hawaii, Banco Popular North

America, and Mellon Financial Corporation, the

number of deposit accounts the company processes

increased to nearly 17 million.

Equipping financial institutions with advanced

technology is at the heart of the Metavante

business strategy, primarily by cross-selling

new technologies within its core constituency

of financial account processing clients. The

Metavante Financial Services Group drove over

900 new client-sales or cross-sales during 2003.

In addition, the group signed 24 client renewals

during the year, including City National Bank,

MidFirst Bank, and Synovus.

M E T AVA N T E C O R P O R A T I O N :

T U R N I N G H I D D E N R E V E N U E I N T O P R O F I T S

s e v e n t e e n

e i g h t e e n

Improving Efficiency and Profitability

Capitalizing on its consulting expertise in financial

services, wealth management, and technology,

Metavante introduced a new marketing campaign in

mid-2003 with the theme, “Turning Hidden Revenue

Into Profits.” Many financial institutions, including

Bank of Hawaii and Columbia Bank of Tacoma,

Washington, engaged Metavante consultants in business

process improvement projects, which can be tied to

a system conversion or to a bank management’s desire

to improve efficiency and profitability. With a staff

exceeding 200 business consultants, many of whom built

their careers in the banking industry, Metavante has the

resources necessary to help a financial organization

analyze its strengths and weaknesses, and recommend

ways to improve its operations to drive efficiency

improvements or enhance profitability.

To increase client value, consulting and professional

services conducts opportunity assessments, which result

in recommendations to change the way processes are

handled and to adopt technology enhancements.

Through customer relationship management (CRM)

consulting, the introduction of additional technologies

can equip branch personnel with powerful tools useful

in cross-selling products and services. Enterprise

contact management is one CRM technology that

many Metavante clients – including Provident Bank

in Baltimore – use to help keep bank and branch

personnel informed about clients’ needs and services.

Analyzing information about clients and understand-

ing their banking habits and financial needs is also

critical to the successful selling of financial products.

During 2003, Metavante introduced the Business

Intelligence Center analytics solution that connects

with the Metavante Data Warehouse. This new

tool provides an enterprise view of a financial

institution and makes information and reports

available to a greater number of employees throughout

an organization.

Debit and Prepaid Cards Expand

The Metavante Electronic Funds Group continued

to expand its services and clients during 2003, and

saw continued growth in its prepaid and debit card

programs. Discover Financial Services selected

Metavante to deliver a flexible card solution for its

clients, which includes the production and process-

ing of gift cards on the Discover®/Novus network.

n i n e t e e n

Several Metavante clients, including City National

Bank of Florida, have introduced payroll cards as

an alternative to issuing and cashing payroll checks.

The product, which helps a financial institution

strengthen its commercial relationships, also helps

businesses reduce payroll costs. Payroll cards replace

traditional paychecks, are convenient for recipients,

and provide cost savings to employers.

Metavante continued to expand its services to the

transit industry by establishing relationships with

the Chicago Transit Authority and with the Regional

Transportation Commission of Southern Nevada.

Late in 2003, Metavante acquired Printing For

Systems, Inc. (PSI), to extend its card products into

the healthcare insurance market. PSI, of Madison,

Connecticut, is a leading application service provider

to the insurance industry, Fortune 500 corporations,

and progressive marketing organizations, and is a

leading provider of healthcare identification cards.

The Metavante commitment to providing clients with

the best technology and support available continued

in 2003 through an investment of $130 million in

acquired technology, research, and development.

In 2004, Metavante will mark its 40th year of opera-

tions by renewing its longstanding commitment to put

its clients and their customers first. Metavante products

and services will continue to lead the efforts of our

Financial Institutions Group to provide high-quality

financial products and services to every consumer

and business in the United States either directly

through the M&I brand or indirectly through other

financial institutions. The entire Metavante team is

dedicated to improving our clients’ efficiency and

profitability through premier customer care, financial

services expertise, and proven technology leadership.

Metavante total bill management services give financial institution customers the ability to receive, review, and pay their bills over

the Internet from anywhere, at anytime.

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Mark F. FurlongExecutive Vice President &

Chief Financial Officer,Marshall & Ilsley Corporation

Chief Financial Officer,M&I Marshall & Ilsley Bank

Thomas M. BolgerExecutive Vice President,

Marshall & Ilsley CorporationPresident,

M&I Marshall & Ilsley Bank

Dennis J. KuesterPresident & CEO,

Marshall & Ilsley CorporationChairman of the Board and CEO,

M&I Marshall & Ilsley BankChairman of the Board, Metavante Corporation

James B. WigdaleChairman of the Board,

Marshall & Ilsley Corporation

t w e n t y

M A R S H A L L & I L S L E Y C O R P O R A T I O N

O F F I C E R S

Patricia R. JustilianoSenior Vice President &

Corporate Controller,Marshall & Ilsley Corporation

Mark R. HoganSenior Vice President &

Chief Credit Officer,Marshall & Ilsley Corporation

Randall J. EricksonSenior Vice President,

General Counsel & Corporate Secretary,Marshall & Ilsley Corporation

Ryan R. DeneenSenior Vice President &

Director of Corporate Tax,Marshall & Ilsley Corporation

Thomas J. O’NeillSenior Vice President,

Marshall & Ilsley CorporationExecutive Vice President,

M&I Marshall & Ilsley BankPresident, M&I Bank FSB

Frank R. MartireSenior Vice President,

Marshall & Ilsley CorporationPresident & CEO,

Metavante Corporation

Nancy A. MaasSenior Vice President &

Director of Corporate Marketing,Marshall & Ilsley Corporation

Kenneth C. KreiSenior Vice President,

Marshall & Ilsley CorporationPresident & CEO, Marshall & Ilsley

Trust Company N.A.

Donald H. WilsonSenior Vice President &

Corporate Treasurer,Marshall & Ilsley Corporation

Jeffrey V. WilliamsSenior Vice President,

Marshall & Ilsley CorporationChairman of the Board,

Marshall & Ilsley Trust Company N.A.CEO, M&I Brokerage Services, Inc.

Thomas A. RootSenior Vice President &

Audit Director,Marshall & Ilsley Corporation

John L. Roberts Senior Vice President,

Marshall & Ilsley CorporationPresident, M&I Support Services Corp.

Paul J. RenardSenior Vice President &

Director of Human Resources,Marshall & Ilsley Corporation

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MARSHALL & ILSLEY

CORPORATION

770 North Water StreetMilwaukee, WI 53202 (414) 765-7700www.micorp.com

DIRECTORS

Richard A. AbdooChairman of the Board and Chief ExecutiveOfficer, Wisconsin Energy Corporation, aholding company with subsidiaries in utilityand non-utility businesses

Chairman of the Board, We Energies

David L. AndreasFormer President and Chief Executive Officer,National City Bancorporation, a bank holding company

Andrew N. BaurChairman of the Board, Southwest Bank ofSt. Louis

Jon F. ChaitChairman of the Board, Chief ExecutiveOfficer, and President, Hudson HighlandGroup, Inc., a provider of workforce staffingand search services

Bruce E. JacobsPresident and Chief Executive Officer,Grede Foundries, Inc., a manufacturer of gray and ductile iron, steel, and alloyedcastings

Donald R. JohnsonChairman of the Board, retired, Modine Manufacturing Company, a provider of heat-transfer and heat-storage technology

Ted D. Kellner, CFAChairman of the Board and Chief Executive Officer, Fiduciary Management, Inc., an investment management firm

Dennis J. KuesterPresident and Chief Executive Officer,Marshall & Ilsley Corporation

Chairman of the Board and Chief Executive Officer,M&I Marshall & Ilsley Bank

Chairman of the Board,Metavante Corporation

Katharine C. LyallPresident, University of Wisconsin System

John A. MellowesChairman of the Board and Chief ExecutiveOfficer, Charter Manufacturing Company,Inc., a producer of bar, rod, wire, and wire parts for the auto industry and other industries

Edward L. Meyer, Jr.Chairman of the Board, AnamaxCorporation, a processor and manufacturer of various rendered products

San W. Orr, Jr.Chairman of the Board, Wausau-Mosinee Paper Corporation

Robert J. O’TooleChairman of the Board, President, and Chief Executive Officer, A.O. SmithCorporation, a manufacturer of electricmotors and water systems technologies

Peter M. Platten IIIVice Chairman of the Board, retired, Marshall & Ilsley Corporation

Robert A. SchaeferFormer Executive Vice President and Chief Operating Officer, retired, Security Capital Corporation, a bank holding company

John S. ShielyChairman of the Board, President, and Chief Executive Officer, Briggs & Stratton Corporation,a manufacturer of gasoline engines for outdoor power equipment

James A. UrdanPartner, retired, Quarles & Brady, a law firm

George E. WardebergVice Chairman of the Board, retired, Wisconsin Energy Corporation, a holdingcompany with subsidiaries in utility and non-utility businesses

James B. WigdaleChairman of the Board, Marshall & Ilsley Corporation

DIRECTORS EMERITI

Oscar C. BoldtWendell F. BuecheGlenn A. FranckeBurleigh E. JacobsJames F. KressDon R. O’HareStuart W. TisdaleJames O. WrightGus A. Zuehlke

M A R S H A L L & I L S L E Y C O R P O R A T I O N

B O A R D O F D I R E C T O R S

M&I MARSHALL

& ILSLEY BANK

770 North Water StreetMilwaukee, WI 53202 (414) 765-7700www.mibank.com

DIRECTORS

Richard A. AbdooChairman of the Board and Chief ExecutiveOfficer, Wisconsin Energy Corporation

Chairman of the Board, We Energies

Thomas M. BolgerPresident, M&I Marshall & Ilsley Bank

Executive Vice President, Marshall & IlsleyCorporation

Bruce E. JacobsPresident and Chief Executive Officer, Grede Foundries, Inc.

Dennis J. KuesterChairman of the Board and Chief ExecutiveOfficer, M&I Marshall & Ilsley Bank

President and Chief Executive Officer, Marshall & Ilsley Corporation

Chairman of the Board, Metavante Corporation

James A. UrdanPartner, retired, Quarles & Brady

George E. WardebergVice Chairman of the Board, retired, Wisconsin Energy Corporation

James B. WigdaleChairman of the Board, Marshall & IlsleyCorporation

DIRECTORS EMERITI

Wendell F. BuecheJohn E. ForesterCarl L. GosewehrBurleigh E. JacobsOrville R. MertzDavid F. NelsonDouglas SeamanLeo E. SuycottStuart W. TisdaleJames O. Wright

ARIZONA

COMMUNITY BANK

BOARD OF DIRECTORS

John G. BarryExecutive Vice President and CommercialBank Manager, M&I Marshall & IlsleyBank, Arizona

Gary S. ClancyManaging Member, Recycled BusinessSystems, L.L.C.

Vaughn S. CorleyExecutive Vice President and GeneralManager, retired, Arizona Portland Cement Co.

P. Robert FanninPartner, Steptoe & Johnson, LLP

Michael C. FrancisOwner/Manager, Francis Insurance Agency

Dennis R. JonesChairman and President, M&I Marshall & Ilsley Bank, Arizona

Thomas C. LathropChairman, retired, M&I Thunderbird Bank

Susan Goldwater LevineExecutive Director, Hospice of the Valley

Michael K. McCartneyPresident, Marshall & Ilsley Trust CompanyN.A., Arizona

Charles F. SandsPresident, Nutribiotech LLC; JED C, LLC

Richard H. WhitneyPartner, Gust Rosenfeld P.L.C.

D. Otis WolkinsVice President, retired, GTE ServiceCorporation

Stephen A. WoodPresident, Insurers AdministrativeCorporation

Leyton S. Woolf, Jr.Owner/Farmer, Woolf Roses, L.L.C.

MINNESOTA

COMMUNITY BANK

BOARD OF DIRECTORS

David AndreasFormer President and Chief Executive Officer,National City Bancorporation

Marty ChorzempaChairman, retired, Richfield Bank & Trust

Kim CulpChairman, M&I Marshall & Ilsley Bank,Minnesota Region

Mike FitermanPresident and Chief Executive Officer, Liberty Diversified Products

Esperanza Guerrero-AndersonPresident and Chief Executive Officer,Milestone Growth Fund, Inc.

Michael HorovitzOwner and President, Minneapolis Glass Company

Katie KelleyExecutive Vice President, M&I Marshall & Ilsley Bank, Minnesota

William J. KleinPresident, M&I Marshall & Ilsley Bank,Minnesota

David MalmbergChairman of the Board, SagebrushCorporation

Roger Scherer Chairman of the Board, Scherer BrothersLumber Company

Sheldon WertFormer President and Chief Executive Officer, Century Bancshares, Inc.

A F F I L I A T E B O A R D S O F D I R E C T O R S

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WISCONSIN – APPLETON

COMMUNITY BANK

BOARD OF DIRECTORS

Thomas J. BoldtChief Executive Officer, The Boldt Company

John A. BykowskiPresident and Chief Executive Officer, Secura Insurance Companies

Stephen M. EvansPresident, Evans Title Companies, Inc.

David J. GitterPresident, M&I Marshall & Ilsley Bank,Appleton

James R. HayesPresident and Chief Executive Officer, retired, Hayes Manufacturing Group, Inc.

Paul J. HeidPresident, Heid Music Company, Inc.

Mary M. HosmerAccount Executive/Owner, Insurance Services, Inc.

John E. PfefferlePresident, Grubb & Ellis/Pfefferle

Lawrence W. WirthPresident, retired, Presto Products, Inc.

DIRECTOR EMERITUS

Gus A. Zuehlke

WISCONSIN – ASHLAND

COMMUNITY BANK

BOARD OF DIRECTORS

Paul R. BrettingVice President, C. G. Bretting ManufacturingCompany, Inc.

Donald N. MarcouillerRegional Administrator, Wisconsin IndianheadTechnical College, Ashland Campus

Peter P. ViaterPresident, M&I Marshall & Ilsley Bank,Ashland

Leslie J. WhiteakerVice President and Chief Financial Officer,Memorial Medical Center

WISCONSIN – BROOKFIELD

COMMUNITY BANK

BOARD OF DIRECTORS

J. Nathan CunniffPresident, M&I Marshall & Ilsley Bank,Brookfield

Robert H. EldridgeExecutive Vice President and Secretary-Treasurer, retired, Briggs & StrattonCorporation

John R. EvansPresident, retired, Evans Brothers Company, Inc.

Andrew J. FleckensteinTrustee, Fleck Foundation

W. P. HalquistChairman of the Board, Halquist Stone Co., Inc.

Irv HansenChairman, M&I Marshall & Ilsley Bank,Brookfield

James E. KeyesChairman of the Board, KSM Industries, Inc.

James M. LeefPresident, Industrial Towel & Uniform, Inc.

Gordon J. LieblPresident, A. L. Schutzman Co., Inc.

Aldo MadrigranoPresident, W.O.W. Distributing Co., Inc.

Randall J. WrightPresident and Chief Executive Officer, Empire Level Mfg. Corp.

DIRECTORS EMERITI

Glenn A. FranckePhilip K. HarveyJohn P. MetzgerGerry E. SeiderDonald A. Trepte

WISCONSIN – BURLINGTON

COMMUNITY BANK

BOARD OF DIRECTORS

James R. BaumanChairman, M&I Marshall & Ilsley Bank,Burlington

Glenda DuponsPresident, Bear Realty Inc.

Frederick J. KoenenChairman of the Board, Reineman’s TrueValue Inc.

John L. MalchineFarmer

Lawrence SmithLarry’s Barber Shop

James F. WeisPresident, May’s Insurance Agency

WISCONSIN – EAGLE RIVER

COMMUNITY BANK

BOARD OF DIRECTORS

Al BlockOwner, retired, A. L. Block Realty

Al BybeeFood Broker, retired

C. Randall CoxConsultant

T. J. Doyle, D.D.S.

Thomas GaffneyOwner, retired, Gaffney Funeral Home

Darryl Gremban, D.D.S.

Richard D. HansenPast President, M&I Marshall & IlsleyBank, Eagle River

James E. LevandoskiPresident, M&I Marshall & Ilsley Bank,Eagle River


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WISCONSIN – EAU CLAIRE

COMMUNITY BANK

BOARD OF DIRECTORS

Robert R. HoodPresident, M&I Marshall & Ilsley Bank,Eau Claire

John A. LubsPresident, Mason Shoe Mfg. Co.

James D. MyersVice President, Pleasant Hill Farm, Inc.

Peter B. ScobiePresident, R. W. Scobie, Inc.

Steven R. SennChief Executive Officer, Senn Blacktop, Inc.

Roger R. SippleRoger & Donald Sipple Farm

Daniel J. ToycenPresident, Toycen Motors, Inc.

President, Toycen of Ladysmith, Inc.

Kenneth C. VancePresident, Ken Vance Car City Inc.

President, Ken Vance Motors, Inc.

WISCONSIN – GREEN BAY

COMMUNITY BANK

BOARD OF DIRECTORS

Richard G. BaumgartenPresident, retired, M&I Fox Heights Bank

Michael B. GageInvestor

John M. JonesExecutive Vice President and Chief OperatingOfficer, Green Bay Packers

Michael J. LangenhorstPresident, Anamax Corporation

Peter D. MancusoChief Executive Officer, Lindquist Machine Co.

Edward L. Meyer, Jr.Chairman of the Board, AnamaxCorporation

Ann M. MurphyVice President, Murphy Development, Inc.

Thomas M. OlejniczakPartner, Liebmann, Conway, Olejniczak &Jerry, S.C.

Peter M. Platten IIIFormer Chairman of the Board, M&I BankNortheast

Vice Chairman of the Board, retired,Marshall & Ilsley Corporation

Michael D. SimmerPresident, M&I Marshall & Ilsley Bank,Green Bay

Ronald A. Weyers

DIRECTORS EMERITI

William R. BodartCarl Farah

WISCONSIN – HARTLAND

COMMUNITY BANK

BOARD OF DIRECTORS

Steven C. BoysaChairman of the Board, Creative EquitiesCompany, Inc.

Robert C. GoffPresident, Goff’s Auto Body, Inc.

Stanley F. HackAttorney

Arthur T. KraemerChairman, M&I Marshall & Ilsley Bank,Hartland

Scott A. KraemerPresident, M&I Marshall & Ilsley Bank,Hartland

Donald L. McNeilRetired, Executive Director, Inc.

Richard A. NatalizioChairman of the Board, HNI Company, Inc.

Charles L. RushmanChairman, First Weber Realty

Paul J. SchmidtPresident, retired, Collections Unlimited, Inc.

Sheldon VolkExecutive Vice President, retired, M&I LakeCountry Bank

Dennis H. WollenzienPresident and Chief Operating Officer, retired,M&I Lake Country Bank

DIRECTORS EMERITI

Patrick A. CorcoranAnton R. GraschCharles J. HerroWilliam HollenbeckJ. Scott KestlyRichard K. MuellerAugust U. PabstCharles A. PerryRichard A. SchmidtThomas J. Waldera


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WISCONSIN – JANESVILLE

COMMUNITY BANK

BOARD OF DIRECTORS

Frank E. BauchieroConsultant

J. Michael BordenPresident, Hufcor, Inc.

Mark A. CullenPresident, J. P. Cullen & Sons

Richard L. DashnawRetired, Coltec Industries

John H. FranzConsultant

Dennis L. HanschAttorney, Nowlan & Mouat

Charles H. HarkerPresident, Mid-States Concrete

Mary E. KilkennyBroker, Keefe Real Estate

Michael J. MurphyPresident, Chief Executive Officer, and Owner,Southeastern Wisconsin Title Company, Inc.

Ronald K. OchsPresident, M&I Marshall & Ilsley Bank,Janesville

James F. RuethlingAdministrator, Beloit Clinic, S.C.

David A. WeberPresident, Mode Industries, Inc.

DIRECTOR EMERITUS

Donald P. Ryan

WISCONSIN – KENOSHA

COMMUNITY BANK

BOARD OF DIRECTORS

Kenneth L. FellmanPresident, M&I Marshall & Ilsley Bank,Kenosha

Robert G. TerwallPresident, Cherry Electrical Products

Dennis VignieriPresident and Chief Executive Officer,Kenosha Beef International Limited

Michael W. WellsPresident, Frank L. Wells Company

WISCONSIN – LA CROSSE

COMMUNITY BANK

BOARD OF DIRECTORS

Dr. Julio J. Bird, M.D.Gundersen Lutheran

Karl J. BricklPresident, Brickl Bros., Inc.

Russell J. Callahan, Jr.Retired, Herbergers

Randolph A. Eddy, Sr.President, Carrier Insurance Agency

James H. FullertonChairman, M&I Marshall & Ilsley Bank, La Crosse

Al L. LindsaySenior Vice President, M&I Marshall &Ilsley Bank, La Crosse

Barbara SkogenVice President, Skogen’s Foodliner, Inc.

Ronald A. WesselsPresident, M&I Marshall & Ilsley Bank, La Crosse

WISCONSIN – MADISON

COMMUNITY BANK

BOARD OF DIRECTORS

Timothy B. ErdmanChairman and Chief Executive Officer,Marshall Erdman & Assoc.

John M. FleschExecutive Vice President and Treasurer,Gordon Flesch Company, Inc.

Harold F. MayerVice President Operations, retired, Oscar Mayer Foods Corp.

Robert F. O’LoughlinPresident, Softspikes, Inc.

Richard R. RenkPresident, The Renk Seed Company

Douglas G. ReuhlPresident, American of Madison

Robert A. SchlichtPresident, M&I Marshall & Ilsley Bank,Madison

Terry K. ShockleyPresident, Shockley Group, Inc.

Jay L. SmithPresident, JLS Investment Group

F. Charles SteinhauerVice President, Madison Dairy Produce

Jerry J. WeygandtProfessor of Accounting, UW School of Business


WISCONSIN – MARSHFIELD

COMMUNITY BANK

BOARD OF DIRECTORS

John BaltusPresident, Baltus Oil Co.

Donald BoonPresident, Boon Construction

Ronald D. DoinePresident, Doine Excavating, Inc.

Terry FranklandGeneral Manager, V&H, Inc.

Kenneth F. HeimanOwner, Nasonville Dairy, Inc.

Ronald MaurerPresident, Maurer Roofing

Alan D. NystromPresident, M&I Marshall & Ilsley Bank,Marshfield

Ronald WiskerchenPresident, retired, Wiskerchen Cheese, Inc.

DIRECTORS EMERITI

Vernon BaltusFloyd HamusRobert O. HeckKen HeitingJames W. HewittJohn W. KoenigRobert SolbergJames F. SternweisLawrence I. ThillWarner G. Von HolzenFrederick J. Wenzel

WISCONSIN – MAYVILLE

COMMUNITY BANK

BOARD OF DIRECTORS

Melvin DrinkwineRetired, Tab Products Co.

Leo R. FisherChairman of the Board, retired, M&I Bank of Mayville

Dennis M. KemmelOwner, Kemmel Insurance Agency

George F. OlsonSales and Engineering, W. G. Strohwig Tool & Die, Inc.

Roy RohlingerVice President, Rohlinger Construction, Inc.

Kevin E. VolmPresident, M&I Marshall & Ilsley Bank,Mayville

Stanley A. WaasPresident, Waas Boring & Cable, Inc.

WISCONSIN – MENOMONEE FALLS

COMMUNITY BANK

BOARD OF DIRECTORS

Ronald R. BastPresident, Riteway Bus Service, Inc.

Richard C. BeckerPresident, M&I Marshall & Ilsley Bank,Menomonee Falls

Robert E. DrisnerPresident and Chief Executive Officer, retired,Community Health Care Services

Donald H. NimmerChief Executive Officer, Enercon IndustriesCorporation

Michael RichardsonPresident, Richardson Financial Group, Inc.

Douglas H. StadelmannPresident, Stadelmann Engineering, Inc.

DIRECTORS EMERITI

Gerald S. ParshalleDon A. SchneidersA. W. Zillmer

WISCONSIN – MERRILL

COMMUNITY BANK

BOARD OF DIRECTORS

Edward G. ChartierRetired

John F. KochPresident, M&I Marshall & Ilsley Bank,Merrill

Lance R. NienowChief Executive Officer, Weinbrenner Shoe Co.

Gary L. SchulzeVice President, Victory Clinic Pharmacy, Inc.

David B. SmithConsultant and Private Investor

Thomas J. YoungExecutive Vice President, retired, ChurchMutual Insurance Company

WISCONSIN – OSHKOSH

COMMUNITY BANK

BOARD OF DIRECTORS

Cristopher BumbyPresident and Chief Executive Officer,Admanco, Inc.

Jere ChapinPresident, retired, M&I Central State Bank

Dennis ElmerFood Broker

H. Andersen LykePresident, Lyke Corporation

Steven R. SchmudlachPresident, M&I Marshall & Ilsley Bank,Oshkosh

Dennis E. SchwabPresident, Coldwell Banker - Schwab Realty Ltd.


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WISCONSIN – RACINE

COMMUNITY BANK

BOARD OF DIRECTORS

Matthew L. AndisPresident, Andis Company

Thomas L. BeckPresident, Unico, Inc.

Timothy J. MajcenPresident, M&I Marshall & Ilsley Bank,Racine

James O. ParrishVice President, Finance, retired, Twin Disc, Inc.

David B. RayburnPresident, Modine Manufacturing Company

Willard T. WalkerChairman of the Board, Walker Forge, Inc.

DIRECTORS EMERITI

Kenneth JensenDavid J. MunroeEarl E. RichterErnest C. Styberg, Jr.Harold C. Weiss

WISCONSIN – RHINELANDER

COMMUNITY BANK

BOARD OF DIRECTORS

Ted S. Baginski, Jr.President, Ted Baginski and Sons Inc.

Fred A. BernerEditor, Antigo Daily JournalOfficer, Berner Bros. Publishing

William J. CousineauPresident, Cousineau Auto Parts, Inc.

Michael MoiofferPresident, MIDE Inc.

Dexter MussonPresident, Musson Brothers, Inc.

Dale J. OppermanPresident, M&I Marshall & Ilsley Bank,Rhinelander

Kirby H. RoenDirector - Sector Planning, CitizensCommunications

Irving Schiek III, M.D.Retired

WISCONSIN – SHAWANO

COMMUNITY BANK

BOARD OF DIRECTORS

James A. KastenVice President - Fluid Milk, Employee &Member Services, Foremost Farms

Jeffrey P. MacePresident, M&I Marshall & Ilsley Bank,Shawano

Russell L. ObermeierOwner, Maple Creek Wildlife

President and Owner, Obermeier & Associates

President and Owner, Cloverleaf Sand andGravel, Inc.

Larry J. RoseCPA/PFS, Shareholder, Kerber, Rose &Associates, S.C.

Financial Consultant, First Choice Financial Services, LLC

Russell P. SchmidtRetired

Jerry J. SenzigPresident and Owner, retired, Senzig’s, Inc.

Gary J. TauchenTreasurer, Tauchen Harmony Valley, Inc.

WISCONSIN – SHEBOYGAN

COMMUNITY BANK

BOARD OF DIRECTORS

Ronald E. BegalkeExecutive Vice President, retired, SargentoCheese Co.

Terence P. FoxAttorney at Law, Kummer, Lambert &Fox, LLP

Reynolds K. HonoldPresident, retired, Aldag/Honold Mechanical, Inc.

Gary D. MaplesPresident, M&I Marshall & Ilsley Bank,Sheboygan

Michael D. MuthChairman of the Board and Chief ExecutiveOfficer, K. W. Muth Company

David QuasiusPresident, Quasius Construction, Inc.


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WISCONSIN – STEVENS POINT

COMMUNITY BANK

BOARD OF DIRECTORS

James E. AndersonPresident, Ellis Stone Construction Company, Inc.

Marilynn J. Chesbrough

Robert L. CooperPresident, Cooper Dental

Jeffrey L. MartinPresident and CEO, St. Michael’s Hospital

Richard W. OkraySecretary, Okray Family Farms, Inc.

Thomas W. RausePresident and Chief Executive Officer, Rause Management, Inc.

Robert A. SchmidtPresident, M&I Marshall & Ilsley Bank,Stevens Point

Ronald T. SkrenesAttorney, Anderson, O’Brien, Bertz, Skrenes & Golla

Herbert M. TheisenPresident, Theisen’s Lumber and Millwork, Inc.

DIRECTORS EMERITI

Leonard F. DeBakerBennett C. Katz David Ross MillerGerald M. O’BrienJoseph J. Okray Robert W. Worth

WISCONSIN –SUPERIOR/DULUTH

COMMUNITY BANK

BOARD OF DIRECTORS

James BanksPresident and Chief Executive Officer, Allouez Marine Supply, Inc.

John H. HendricksPresident, Hendricks, Knudson, Gee &Torvinen, S.C.

Mary A. JohnsonSenior Vice President – Chief OperationsOfficer, St. Mary’s/Duluth Clinic HealthSystem

Mary MillardPresident, Millard & Associates, Inc.

Fred ShusterichPresident, Midwest Energy Resources

James E. ZastrowPresident, M&I Marshall & Ilsley Bank,Superior/Duluth

DIRECTORS EMERITI

Richard ButhJames Tracy

WISCONSIN – WATERTOWN

COMMUNITY BANK

BOARD OF DIRECTORS

Richard BakerBaker-Rullman Mfg., Inc.

Robert A. BenderAttorney

John H. EbertPresident, M&I Marshall & Ilsley Bank,Watertown

William J. Kwapil, Jr.Seven-Up Bottling Co.

DIRECTORS EMERITI

V. R. BaumanE. J. DobbratzE. W. McFarland

WISCONSIN – WAUSAU

COMMUNITY BANK

BOARD OF DIRECTORS

Edward J. CreskePresident, Wausau Tile

Dwight E. DavisPresident and Chief Executive Officer,Greenheck Fan Corp.

Richard D. DudleyChairman, Dudley Investments LLC

David EisenreichPresident, Marathon Electric ManufacturingCorp.

Thomas J. HowattPresident, Wausau-Mosinee PaperCorporation

Hugh E. JonesPresident, M&I Marshall & Ilsley Bank,Wausau

Ronald L. KlimischPresident, Wausau Supply Company

Alfred P. MoorePresident and Chief Executive Officer, Wausau Benefits, Inc.

San W. Orr, Jr.Chairman of the Board, Wausau-MosineePaper Corporation

Floyd G. SheltonPresident, Superior Floor

John L. SkougChairman and Chief Executive Officer,Marathon Cheese Corp.

Neil F. SlamkaVice President and General Manager, Green Bay Packaging, Inc.

Paul A. SpaudePresident, Wausau Hospital Center

Stanley F. Staples, Jr.Chairman of the Board, Alexander Properties, Inc.


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WISCONSIN – WEST BEND

COMMUNITY BANK

BOARD OF DIRECTORS

Thomas R. BastChairman of the Board, retired, M&I FirstNational Bank

Mark A. HauserPartner, Kieckhafer Dietzler Hauser & Co.

Steven C. JohnsonPresident, Johnson School Bus Service, Inc.

Thomas W. KieckhaferRetired

Richard L. LeitheiserPresident, M&I Marshall & Ilsley Bank,West Bend

Mark A. NielsenPresident, Cochran Sign Company, Inc.

DIRECTOR EMERITUS

Charles H. Johnson

M&I BANK FSB3993 Howard Hughes ParkwaySuite 100Las Vegas, NV 89109(702) 737-3910

DIRECTORS

Randall J. EricksonSenior Vice President, General Counsel, andCorporate Secretary, Marshall & IlsleyCorporation

Patricia R. JustilianoSenior Vice President and CorporateController, Marshall & Ilsley Corporation

Thomas J. O’NeillPresident, M&I Bank FSB

Senior Vice President, Marshall & IlsleyCorporation

Executive Vice President, M&I Marshall &Ilsley Bank

John L. RobertsSenior Vice President, Marshall & IlsleyCorporation

President, M&I Support Services Corp.

Donald H. WilsonSenior Vice President and CorporateTreasurer, Marshall & Ilsley Corporation

SOUTHWEST BANK

OF ST. LOUIS

2301 South Kingshighway St. Louis, MO 63110 (314) 776-5200 www.mysouthwestbank.com

DIRECTORS

Halvor B. AndersonRetired, Manufacturing Executive

John T. BaumstarkPresident, Archway Sales, Inc.

Andrew N. BaurChairman, Southwest Bank of St. Louis

Andrew S. BaurPresident and Chief Executive Officer,Community Banking, Southwest Bank of St. Louis

Linn H. BealkeVice Chairman, Southwest Bank of St. Louis

John G. BrunnerChief Executive Officer, Vi-Jon Laboratories, Inc.

William H. T. BushChairman, Bush-O’Donnell & Co., Inc.

Francis C. CunettoPresident, Cunetto House of Pasta, Inc.

Donald Danforth IIIPresident, City Academy

Robert E. Flynn IIIPresident, Berry Grant Company

Richard A. GrebelPresident, KCI Construction

Frederick O. HanserChairman, St. Louis Cardinals, L.P.

Henry O. JohnstonRetired, Investment Executive

Richard G. MillmanPresident, Millman Lumber Co.

Edward T. NolandPresident, Pharma Tech Industries, Inc.

Almira B. SantRetired, Publisher

Robert J. WitterscheinPresident and Chief Executive Officer,Commercial Banking, Southwest Bank of St. Louis

DIRECTORS EMERITI

Edward C. BerraWilliam J. FreschiG. Fred HeimburgerCharles W. Hrebec, Jr.Charles A. Zone


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MARSHALL & ILSLEY

TRUST COMPANY N.A.1000 North Water StreetMilwaukee, WI 53202 (414) 287-8700

DIRECTORS

Morry L. BirnbaumChairman Emeritus, Marshall & IlsleyTrust Company N.A.

Thomas M. BolgerExecutive Vice President, Marshall & IlsleyCorporation

President, M&I Marshall & Ilsley Bank

Mark F. FurlongExecutive Vice President and Chief FinancialOfficer, Marshall & Ilsley Corporation

Chief Financial Officer, M&I Marshall &Ilsley Bank

Kenneth C. KreiPresident and Chief Executive Officer,Marshall & Ilsley Trust Company N.A.



Chairman of the Board and Chief ExecutiveOfficer, M&I Marshall & Ilsley Bank


Thomas J. O’NeillSenior Vice President, Marshall & IlsleyCorporation

Executive Vice President, M&I Marshall & Ilsley Bank

President, M&I Bank FSB


Jeffrey V. WilliamsChairman of the Board, Marshall & IlsleyTrust Company N.A.


Chief Executive Officer, M&I BrokerageServices, Inc.

ARIZONA

COMMUNITY TRUST

BOARD OF DIRECTORS

Mark B. BonsallChief Financial Executive and AssociateGeneral Manager of Commercial andCustomer Services, Salt River Project

Joseph J. CampanellaPresident and Chief Executive Officer, retired,Jet Aviation

Anthony V. CarolloChairman and Chief Executive Officer,retired, Syntellect

P. Robert FanninAttorney, Steptoe & Johnson LLP

George H. IsbellVice Chairman of the Board, retired, Marshall& Ilsley Trust Company N.A., Arizona

Jack B. JewettSenior Vice President of Public Policy, TMCHealthcare

Dennis R. JonesChairman and President, M&I Marshall &Ilsley Bank, Arizona



Thomas C. LathropChairman, retired, M&I Thunderbird Bank

Michael K. McCartneyPresident, Marshall & Ilsley Trust CompanyN.A., Arizona

The Honorable John C. Pritzlaff, Jr.Chairman of the Board and President,Rockmount Corporation

Robert E. TemplinExecutive Vice President, retired, NorthwesternMutual Life Insurance Company

FLORIDA

COMMUNITY TRUST

BOARD OF DIRECTORS


Glen R. BombergerExecutive Vice President and Chief FinancialOfficer, retired, A. O. Smith & Company

Dennis D. FinniganVice President, retired, M&I Marshall &Ilsley Bank

William B. FrenchSenior Vice President, retired, M&I Marshall& Ilsley Bank



Barbara W. MooreDirector, DSLT, Inc.

Donald E. NordlundChairman of the Board and Chief ExecutiveOfficer, retired, Staley Continental

Stephen A. SaldanhaChairman and Chief Executive Officer, MTS Telecommunications, Inc.

Chairman, Pacer International Holding, Inc.

William A. WadePresident, Marshall & Ilsley Trust CompanyN.A., Florida


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M&I INVESTMENT

MANAGEMENT CORP.1000 North Water StreetMilwaukee, WI 53202 (414) 287-7300

DIRECTORS














David W. SchulzPresident, M&I Investment Management Corp.


Jeffrey V. WilliamsSenior Vice President, Marshall & IlsleyCorporation


Chairman of the Board, Marshall & IlsleyTrust Company N.A.

METAVANTE CORPORATION

4900 West Brown Deer RoadMilwaukee, WI 53223 (800) 236-3282 www.metavante.com

DIRECTORS








Frank R. MartirePresident and Chief Executive Officer,Metavante Corporation



M&I SUPPORT SERVICES CORP.770 North Water StreetMilwaukee, WI 53202(414) 765-7700

DIRECTORS






John L. RobertsPresident, M&I Support Services Corp.


Jeffrey V. WilliamsSenior Vice President, Marshall & IlsleyCorporation


Chairman of the Board, Marshall & IlsleyTrust Company N.A.

M&I COMMUNITY

DEVELOPMENT CORPORATION

933 North Mayfair RoadSuite 211Wauwatosa, WI 53226 (414) 765-7700

DIRECTORS

Randall J. EricksonSenior Vice President, General Counsel, andCorporate Secretary, Marshall & IlsleyCorporation

Robert J. NicolPresident, M&I Community DevelopmentCorporation




Scott O. SheafferVice President, M&I Marshall & Ilsley Bank

James A. UrdanPartner, retired, Quarles & Brady

Donald H. WilsonSenior Vice President and CorporateTreasurer, Marshall & Ilsley Corporation


Years ended December 31 ($000’s except share data)

2003 2002

INTEREST INCOMELoans and Leases $1,304,060 $1,297,166Investment Securities:

Taxable 165,075 198,037Tax Exempt 57,968 60,637

Short-term Investments 2,817 11,496

Total Interest Income 1,529,920 1,567,336

INTEREST EXPENSEDeposits 228,216 283,385Short-term Borrowings 81,070 150,310Long-term Borrowings 163,348 127,343

Total Interest Expense 472,634 561,038

Net Interest Income 1,057,286 1,006,298Provision for Loan and Lease Losses 62,993 74,416

Net Interest Income After Provision for Loan and Lease Losses 994,293 931,882

OTHER INCOMEData Processing Services 657,827 601,500Trust Services 126,759 120,586Other 431,215 360,602

Total Other Income 1,215,801 1,082,688

OTHER EXPENSESalaries and Benefits 794,828 741,384Other 654,348 547,541

Total Other Expense 1,449,176 1,288,925

Income Before Taxes 760,918 725,645Provision for Income Taxes 215,289 241,096

Operating Income 545,629 484,549

Adjustments (1,524) (4,222)

Net Income $544,105 $480,327

PER SHARE*Diluted – Operating Income $2.39 $2.18Diluted – Net Income 2.38 2.16Common Dividend Declared 0.700 0.625

OTHER SIGNIFICANT DATAYear-End Common Stock Price $38.25 $27.38Return on Average Shareholders’ Equity – Operating Income 16.84% 17.51% Return on Average Shareholders’ Equity – Net Income 16.79 17.36Return on Average Assets – Operating Income 1.64 1.66Return on Average Assets – Net Income 1.64 1.64Stock Splits 2-for-1

*All per share data restated for 2-for-1 stock split effective June 17, 2002See page 36 for Reconciliation of Operating Income to Net Income

S E L E C T E D F I N A N C I A L D A T A

C O N S O L I D A T E D S U M M A R Y O F E A R N I N G S

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Compounded Growth Rate2001 2000 1999 1998 5 Year

$1,358,798 $1,391,651 $1,156,775 $1,085,829 3.7%

270,336 272,536 269,668 280,377 (10.1)62,273 65,429 58,820 52,969 1.817,696 18,366 11,321 14,869 (28.3)

1,709,103 1,747,982 1,496,584 1,434,044 1.3

566,899 772,016 585,864 564,540 (16.6)188,587 224,187 142,294 126,624 (8.5)110,814 78,773 63,145 66,810 19.6

866,300 1,074,976 791,303 757,974 (9.0)

842,803 673,006 705,281 676,070 9.454,115 30,352 25,419 27,090 18.4

788,688 642,654 679,862 648,980 8.9

559,816 546,041 494,816 421,945 9.3120,827 117,680 100,963 88,496 7.5336,664 318,439 285,735 282,497 8.8

1,017,307 982,160 881,514 792,938 8.9

678,493 627,394 587,711 523,606 8.7499,867 443,461 424,474 416,365 9.5

1,178,360 1,070,855 1,012,185 939,971 9.0

627,635 553,959 549,191 501,947 8.7206,659 177,627 176,630 171,294 4.7

420,976 376,332 372,561 330,653 10.5

(83,491) (61,209) (18,050) (29,330) –

$337,485 $315,123 $354,511 $301,323 12.5%

$1.93 $1.73 $1.65 $1.43 10.8%1.55 1.45 1.57 1.31 12.7

0.568 0.518 0.470 0.430 10.2

$31.64 $25.42 $31.41 $29.2217.33% 17.52% 17.15% 15.50%13.89 14.67 16.32 14.131.60 1.50 1.64 1.591.28 1.26 1.56 1.45

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Years ended December 31 ($000’s except share data)

2003 2002

ASSETSCash and Due From Banks $752,215 $708,256Short-term Investments 264,254 717,129Trading Securities 23,017 15,247Investment Securities:

Taxable 4,038,579 3,325,568Tax Exempt 1,173,466 1,224,737

Loans and Leases:Commercial 6,905,323 6,143,862Commercial Real Estate 7,900,505 6,457,981Residential Real Estate 2,928,146 2,645,625Home Equity Loans and Lines 4,109,431 3,529,602Personal 1,874,315 1,388,447Lease Financing 674,871 862,927

Total Loans and Leases 24,392,591 21,028,444Allowance for Loan and Lease Losses 347,838 302,664

Net Loans and Leases 24,044,753 20,725,780Other Assets 2,971,737 2,485,933

Total Assets $33,268,021 $29,202,650

LIABILITIES AND SHAREHOLDERS’ EQUITYDeposits:

Noninterest Bearing Deposits $4,189,724 $3,509,133Bank Issued Interest Bearing Activity Accounts 10,084,996 8,996,778Bank Issued Time Deposits 3,399,734 3,540,124

Total Bank Issued Deposits 17,674,454 16,046,035Wholesale Deposits 4,311,424 2,596,952

Total Deposits 21,985,878 18,642,987Short-term Borrowings 3,138,752 4,188,339Long-term Borrowings 3,798,851 2,693,447Other Liabilities 1,103,886 911,187Shareholders’ Equity 3,240,654 2,766,690

Total Liabilities and Shareholders’ Equity $33,268,021 $29,202,650

OTHER SIGNIFICANT DATABook Value at Year-End** $15.00 $13.51Average Common Shares Outstanding** 226,342,764 212,799,996Shareholders of Record at Year End 19,708 19,141Employees at Year End 12,244 12,625

CREDIT QUALITY RATIOSNet Charge-Offs to Average Loans and Leases 0.21% 0.21%

Total Nonperforming Loans* and OREO to End of Period Loans, Leases and OREO 0.74 0.85

Allowance for Loan and Lease Losses to End of Period Loans and Leases 1.39 1.42

Allowance for Loan and Lease Losses to Total Nonperforming Loans* 202 174

* Loans and leases nonaccrual, restructured, and past due 90 days or more** Restated for 2-for-1 stock split effective June 17, 2002

S E L E C T E D F I N A N C I A L D A T A

C O N S O L I D A T E D AV E R A G E B A L A N C E S H E E T S

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Compounded Growth Rate2001 2000 1999 1998 5 Year

$651,367 $615,015 $638,399 $652,988 2.9%503,857 265,487 186,106 247,049 1.421,284 30,926 37,276 43,404 (11.9)

3,926,737 4,063,773 4,208,498 4,317,668 (1.3)1,269,175 1,327,159 1,217,847 1,078,333 1.7

5,478,342 4,975,482 4,359,880 3,749,518 13.05,262,590 4,615,859 4,175,148 3,831,388 15.62,512,508 3,059,715 2,561,831 2,633,676 2.12,739,438 2,282,590 1,902,381 1,502,562 22.31,182,049 1,245,738 1,204,931 1,154,110 10.21,026,215 938,525 705,054 532,043 4.9

18,201,142 17,117,909 14,909,225 13,403,297 12.7253,089 233,466 228,500 216,456 10.0

17,948,053 16,884,443 14,680,725 13,186,841 12.82,049,836 1,854,974 1,732,112 1,263,890 18.6

$26,370,309 $25,041,777 $22,700,963 $20,790,173 9.9%

$2,895,083 $2,648,419 $2,663,609 $2,545,724 10.5%7,833,126 6,836,132 6,595,060 5,992,106 11.03,975,253 4,291,005 4,254,869 4,656,695 (6.1)

14,703,462 13,775,556 13,513,538 13,194,525 6.02,487,129 3,722,227 2,643,364 1,562,690 22.5

17,190,591 17,497,783 16,156,902 14,757,215 8.33,944,160 3,538,846 2,803,834 2,357,161 5.91,962,801 1,178,805 1,009,132 1,046,321 29.4

843,198 678,269 558,978 496,439 17.32,429,559 2,148,074 2,172,117 2,133,037 8.7

$26,370,309 $25,041,777 $22,700,963 $20,790,173 9.9%

$11.65 $10.60 $9.74 $9.94 8.6%208,587,816 208,201,304 209,881,574 211,836,278 –

19,311 17,061 20,549 21,410 –11,657 11,753 11,433 10,756 –

5 Year Average 0.22% 0.12% 0.17% 0.07% 0.19%

0.94 0.76 0.75 0.85 0.81

1.39 1.34 1.38 1.62 1.38

154 182 193 206 181

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R E C O N C I L I A T I O N O F

O P E R A T I N G I N C O M E T O N E T I N C O M E

2003 2002 2001 2000 1999 1998

AmountPer

ShareDiluted

AmountPer

ShareDiluted

AmountPer

ShareDiluted

AmountPer

ShareDiluted

AmountPer

ShareDiluted

AmountPer

ShareDiluted

After-tax $ in millions, except for per share data

5 Year

Per ShareDiluted

CompoundedGrowth Rate

Operating Income $545.6 $2.39 $484.5 $2.18 $421.0 $1.93 $376.3 $1.73 $372.6 $1.65 $330.7 $1.43 10.8%

Acquisition and Transition-Related Charges – Metavante (1.5) (0.01) (4.2) (0.02) (27.1) (0.12)

Goodwill Amortization (15.4) (0.07) (14.7) (0.07) (18.1) (0.08) (13.1) (0.05)

Auto Lease ResidualWrite-Downs (15.8) (0.07)

Charter Reduction Charges (8.5) (0.04) (6.2) (0.03)

Investment Losses –Metavante (9.7) (0.05)

Reduction in Force and Realignment Charges – Metavante (6.6) (0.03)

Change in Accounting forDerivatives and HedgingActivities (0.4) 0.00

Change in Accounting forRevenue – Metavante (2.3) (0.01)

Acquisition Charges – Advantage Bancorp, Inc. (16.3) (0.07)

Investment Securities Losses (32.9) (0.15)

Losses – Sale of ARM Loans (2.0) (0.01)

Metavante – IPO Expenses (3.1) (0.01)

Total Adjustments (1.5) (0.01) (4.2) (0.02) (83.5) (0.38) (61.2) (0.28) (18.1) (0.08) (29.4) (0.12)

Net Income $544.1 $2.38 $480.3 $2.16 $337.5 $1.55 $315.1 $1.45 $354.5 $1.57 $301.3 $1.31 12.7%

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS

CONSOLIDATED FINANCIAL STATEMENTS

INDEPENDENT AUDITORS’ REPORT AND REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

C O N S O L I D A T E D F I N A N C I A L I N F O R M A T I O N

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION

AND RESULTS OF OPERATIONS

Overview

The year ended December 31, 2003 was a significant year for the Corporation in terms of expansion and successacross all of its segments and reporting units despite industry challenges and an uncooperative economy. Strongmortgage loan production for the second year in a row, the return to double-digit growth in segment earnings byMetavante, solid loan and deposit growth, expense management and maintaining the Corporation’s historically soundcredit quality all contributed to consolidated earnings growth.

Net income in 2003 amounted to $544.1 million or $2.38 per share on a diluted basis. The return on average assetsand return on average equity were 1.64% and 16.79%, respectively. By comparison, 2002 net income was $480.3million, diluted earnings per share was $2.16, the return on average assets was 1.64% and the return on average equitywas 17.36%. For the year ended December 31, 2001, net income was $337.5 million or $1.55 per diluted share and thereturns on average assets and average equity were 1.28% and 13.89%, respectively.

With regard to the outlook in 2004 for the Banking Segment, management expects that commercial loan growth(as a percentage) will be in the high single digits and personal loan growth (as a percentage) will be in the mid-to-highsingle digits. Overall, noninterest bearing deposit growth is expected to be lower in 2004 compared to 2003. Based onthe general improvement in various segments of the loan portfolio, nonperforming loans and leases as a percentage oftotal loans and leases outstanding are expected to be in the 70-85 basis point range and net charge-offs as a percentageof average loans and leases are expected to be in the 15-20 basis point range. Mortgage loan production is not expectedto continue at the strong volumes experienced in 2002 and the first three quarters of 2003. In the Data ServicesSegment, management expects Metavante’s 2004 revenue growth (as a percentage) to be in the mid-to-high singledigits, and segment income growth is expected to be slightly stronger than revenue growth. The Corporation’s actualresults for 2004 could differ materially from those expected by management. See “Forward-Looking Statements” in theCorporation’s Annual Report on Form 10-K for a discussion of the various risk factors that could cause actual results tobe different than expected results.

The results of operations and financial position for the periods presented include the effects of the acquisitions byMetavante as well as the banking-related acquisitions from the dates of merger. All transactions were accounted forusing the purchase method of accounting. See Note 4 in Notes to Consolidated Financial Statements for a discussion ofthe Corporation’s acquisition activities in 2003, 2002 and 2001.

Significant Transactions

Some of the more significant transactions in 2003, 2002 and 2001 consisted of the following:

During 2003, gains recognized by the Corporation’s Capital Markets Group amounted to $20.0 million.Approximately $16.2 million of the gain was from the sale of an investment in the third quarter of 2003.

Also during 2003, several income tax audits covering multiple tax jurisdictions were resolved which positivelyaffected the banking segment by approximately $28.6 million and Metavante by $10.7 million and resulted in a lowerprovision for income taxes in the Consolidated Statements of Income for the year ended December 31, 2003.

The Corporation used the unanticipated Capital Markets Group gains and the impact from resolving income taxaudits to take advantage of the low interest rate environment in 2003. The Corporation prepaid and retired certainhigher cost long-term debt and terminated some related receive floating / pay fixed interest rate swaps designated ascash flow hedges. The total debt retired amounted to $744.6 million and the charge to earnings amounted to $56.7million.

As a result of a shift in product strategy, Metavante wrote-off certain purchased and internally developed softwarethat will no longer be used. The losses amounted to $22.8 million in 2003.

For the years ended December 31, 2003 and 2002, Metavante incurred integration costs associated with the July 29,2002 acquisition of Paytrust, Inc., (“Paytrust”) an online bill management company. Such costs were the result ofoperating duplicate platforms, which include duplicate facilities, personnel and processing costs, and continued through

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the first quarter of 2003. Total integration costs incurred amounted to $9.6 million ($5.7 million on an after-tax basis).Costs incurred in 2002 amounted to $7.1 million ($4.2 million after-tax) and costs incurred in the first quarter of 2003amounted to $2.5 million ($1.5 million after-tax).

During 2001, Metavante wrote-off three equity investments with a carrying value of approximately $16.1 million.One investment employed technology that was replaced through Metavante’s acquisition of Derivion Corporation(“Derivion”) and Cyberbills Inc. (“Cyberbills”), both providers of electronic bill presentment and payment technologyand services. The other investments were in the loan origination and Internet lending businesses which Metavantechose to exit. In each case in 2001, Metavante discontinued its participation in the funding of these businesses. Thatfactor together with the sustained and continuing operating losses and negative working capital positions resulted in thedetermination that these investments were permanently impaired. At December 31, 2003 and 2002, Metavante did nothave any other equity investments.

During 2001, Metavante initiated a reduction in force and realignment that consisted of the closing of fourregional offices and a general reduction in force across all classes of employees in the Milwaukee metropolitan area.Approximately 400 positions were eliminated. Total costs were approximately $11.0 million and consisted primarily ofseverance of $9.6 million, lease termination and other occupancy exit costs of $0.7 million and professional feesincluding outplacement services of $0.4 million. All of the costs have been paid.

In conjunction with Metavante’s acquisitions of Derivion and Cyberbills, $2.8 million of prepaid maintenancefees and capitalized software costs associated with other technologies that were replaced by the new and enhanced billpresentment and payment technology obtained in the acquisitions were written-off in the second quarter of 2001.Transition costs associated with the integration totaled approximately $7.0 million and were recognized in the third andfourth quarters of 2001. In total, approximately $9.8 million in charges were taken.

Also during 2001, $34.5 million in charges were taken in conjunction with Metavante’s acquisition of BrokatTechnologies’ (“Brokat”) North American Internet banking operations. The decision to consolidate certain locationsand technology platforms resulted in severance of $3.8 million and facility closure charges of approximately $10.2million. Write-offs of existing technology and software which is being replaced by Brokat’s software amounted to$20.5 million.

Throughout the first half of 2001, the value of used cars declined at unprecedented rates. As a result, a $25.0million charge was taken to write-down residual values associated with the Corporation’s indirect auto lease portfolioin the second quarter of 2001. The net gains and losses after the write-downs from the disposal of off-lease vehicles in2003 and 2002 were minimal. The Corporation continues to monitor the carrying values very closely and believes ithas taken the necessary steps to reduce the likelihood of material future write-downs.

During the first half of 2001, the Corporation completed its charter consolidation initiative which consisted ofconsolidating twenty eight bank charters into one bank and one thrift. The costs associated with this initiative includedthe cost of programming changes required to support operations and processes to achieve the scale required in thereduced charter environment, consulting and other professional fees, costs to eliminate duplicate loan and depositcustomers’ accounts, affiliate shareholder matters and regulatory costs, and costs associated with employee relocation,retention and severance. These costs, which amounted to $12.0 million ($8.5 million after-tax), were recorded asincurred and there were no significant accrual of costs. During the second quarter of 2001, the consolidations werecompleted and there have been no material charges incurred since that time.

On January 1, 2002, the Corporation adopted the new accounting standard for accounting for goodwill and otherintangible assets. As a result of that standard, goodwill amortization ceased on January 1, 2002 and goodwill and otherintangible assets that have been determined to have indefinite lives are now subject to periodic tests for impairment. AtDecember 31, 2003 and 2002, the Corporation does not have any other intangibles that are deemed to have indefinitelives. Goodwill amortization amounted to $17.5 million in 2001. See Note 2 in Notes to Consolidated FinancialStatements for the pro forma effect and Note 11 for additional information on the Corporation’s goodwill and otherintangibles.

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During 2001, the Corporation adopted the new accounting standard on accounting for derivatives and hedgingactivities as described and discussed in Note 2 in Notes to Consolidated Financial Statements. Note 21 in Notes toConsolidated Financial Statements, provides additional information on the Corporation’s use of derivative financialinstruments.

The transactions discussed above generally have their greatest impact on the Corporation’s operating expensesand impact the individual line items in the Consolidated Statements of Income to varying degrees of magnitude. Atable is presented in the Other Expense section of this discussion that depicts how these transactions, in the aggregate,affect the individual line items of expense in the Consolidated Statements of Income for 2002 and 2001. It is intendedthat the table, together with the information discussed above, provide users of the Corporation’s financial informationwith an understanding of how these transactions impacted the Corporation’s operating results.

Net Interest Income

Net interest income, which is the difference between interest earned on earning assets and interest owed oninterest bearing liabilities, represents almost half of the Corporation’s source of revenues.

Net interest income in 2003 amounted to $1,057.3 million compared with net interest income of $1,006.3 millionin 2002, an increase of $51.0 million or 5.1%. Solid balance sheet growth fueled in part by the impact of the 2002acquisitions, organic growth in loans and lower cost deposits, increased spreads on certain loan products and, to alesser extent due to the timing of the transactions, the early retirement of some higher cost long-term borrowings werepositive contributors to the increase in net interest income in 2003. Net interest income in 2003 was negativelyimpacted by accelerated prepayments across all earning asset classes that were predominantly experienced in the firstthree quarters of 2003, asset repricing in excess of deposit repricing, the impact from lengthening liabilities in order toreduce future volatility in net interest income due to interest rate movements and the cash expenditures for commonshare buybacks and acquisitions in the prior year.

Average earning assets in 2003 amounted to $29.9 billion compared to $26.3 billion in 2002, an increase of $3.6billion or 13.6%. Average loans and leases accounted for the majority of the growth in average earning assets.

Average interest bearing liabilities increased $2.7 billion or 12.3% in 2003 compared to 2002. The growth inaverage interest bearing deposits accounted for all of the growth in average interest bearing liabilities.

Average noninterest bearing deposits increased $0.7 billion or 19.4% in 2003 compared to the prior year.

Average earning assets and average interest bearing liabilities in 2003 and 2002 reflect the impact of theCorporation’s banking acquisitions which were all accounted for as purchases and therefore are included in theCorporation’s financial position and results of operations since the date the acquisitions were completed. While thebanking acquisitions are fully reflected in 2003, the acquisitions of Richfield State Agency, Inc. (“Richfield StateAgency”) and Century Bancshares, Inc. (“Century Bancshares”) have been included for ten months in 2002 and theacquisition of Mississippi Valley Bancshares, Inc. (“Mississippi Valley”) has been included for three months in 2002.

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The growth and composition of the Corporation’s average loan and lease portfolio for the current year and priortwo years are reflected in the following table ($ in millions):

2003 2002 2001

Percent Growth

2003vs

2002

2002vs

2001

Commercial:Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,905.3 $ 6,143.8 $ 5,478.3 12.4% 12.1%Commercial real estate:Commercial mortgages . . . . . . . . . . . . . . . . . . . . . . . . . . 6,901.0 5,703.2 4,740.7 21.0 20.3Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 999.5 754.8 521.9 32.4 44.6

Total commercial real estate . . . . . . . . . . . . . . . . . . . . . . . . 7,900.5 6,458.0 5,262.6 22.3 22.7Commercial lease financing . . . . . . . . . . . . . . . . . . . . . . . . . 390.0 395.2 390.3 (1.3) 1.3

Total commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,195.8 12,997.0 11,131.2 16.9 16.8Personal:Residential real estate:Residential mortgages . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,723.1 2,501.8 2,384.9 8.8 4.9Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205.1 143.8 127.6 42.6 12.7

Total residential real estate . . . . . . . . . . . . . . . . . . . . . . . . . 2,928.2 2,645.6 2,512.5 10.7 5.3Consumer loans:Student . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95.8 103.4 116.0 (7.3) (11.0)Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198.0 170.2 177.5 16.3 (4.1)Home equity loans and lines . . . . . . . . . . . . . . . . . . . . . . 4,109.4 3,529.6 2,739.4 16.4 28.8Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,580.5 1,114.9 888.6 41.8 25.5

Total consumer loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,983.7 4,918.1 3,921.5 21.7 25.4Personal lease financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 284.9 467.7 635.9 (39.1) (26.4)

Total personal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,196.8 8,031.4 7,069.9 14.5 13.6

Total consolidated average loans and leases . . . . . . . . . . . . $24,392.6 $21,028.4 $18,201.1 16.0% 15.5%

Compared to 2002, average loans and leases increased $3.4 billion or 16.0% in 2003. Approximately $1.3 billionof average loan growth was due to the banking acquisitions previously discussed. Excluding the acquisitions, totalaverage commercial loan growth amounted to $1.0 billion, which was driven by commercial real estate loan andcommercial real estate construction loan growth of $0.8 billion. Excluding the effects of acquisitions, average personalloans also grew approximately $1.0 billion. Home equity loans and lines contributed approximately $0.5 billion of thepersonal loan growth. Indirect auto loans and leases and residential real estate loans each contributed approximately$0.2 billion to the annual average growth in personal loans, excluding the acquisitions.

The rate of growth in commercial loans, excluding acquisitions, has largely been the result of attracting newcustomers in all of the Corporation’s markets. Existing customers are generally not increasing their credit needs butappear to be successfully managing their businesses through the slower economic conditions and using cash flow topay down loan balances. The strong cash flow of the underlying customer base that resulted in the pay down of loanbalances has contributed to the improvement in nonperforming loans. Management expects that commercial loangrowth in 2004 will average in the high single digits. The basis for this expectation includes continued success inattracting new customers in all of the Corporation’s markets, less usage of commercial lines of credit until such time asexcess cash flow is insufficient to accommodate increases in inventory and receivables levels and modest economicgrowth that will strengthen over the next few quarters in the primary markets that the Corporation serves. Managementexpects that personal loan growth in 2004 will average in the mid-to-high single digits. Home equity loans and lines,which includes M&I’s wholesale activity, continue to be the primary consumer loan product. Management anticipatesthese products will continue to drive growth in the consumer side of its banking activities.

Generally, the Corporation sells residential real estate loan production in the secondary market service released,although selected loans with wider interest spreads and adjustable rate characteristics are periodically retained in theportfolio. Residential real estate loans originated and sold to the secondary market amounted to $3.5 billion in 2003

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compared to $3.1 billion in 2002. In the first three quarters of 2003, residential real estate loans originated and sold tothe secondary market averaged $1.1 billion per quarter and declined approximately 78% to $0.2 billion in the fourthquarter of 2003. At December 31, 2003, mortgage loans held for sale were insignificant compared to $0.3 billion atDecember 31, 2002. Management does not expect the strong volume of activity experienced in 2002 and the first threequarters of 2003 to continue in 2004. Auto loans securitized and sold in 2003 amounted to $0.8 billion. Gains from thesale of mortgage loans amounted to $54.1 million in 2003 compared to $39.7 million in 2002. Gains from the sale andsecuritization of auto loans amounted to $2.7 million in 2003 and $7.2 million in 2002. See Note 9, in Notes toConsolidated Financial Statements for further discussion of the Corporation’s securitization activities.

The Corporation anticipates that it will continue to divest of narrower interest spread assets through sale orsecuritization in future periods.

The growth and composition of the Corporation’s consolidated average deposits for the current year and prior twoyears are reflected below ($ in millions):

2003 2002 2001

Percent Growth

2003vs

2002

2002vs

2001

Bank issued deposits:Noninterest bearing:Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,895.5 $ 2,423.9 $ 1,909.3 19.5% 26.9%Personal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 815.9 711.4 606.8 14.7 17.2Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 478.3 373.8 379.0 27.9 (1.3)

Total noninterest bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,189.7 3,509.1 2,895.1 19.4 21.2Interest bearing:Activity accounts:Savings and NOW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,148.7 2,352.3 1,775.6 33.9 32.5Money market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,115.3 5,892.9 5,468.9 3.8 7.8Foreign activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 821.0 751.6 588.6 9.2 27.7

Total activity accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,085.0 8,996.8 7,833.1 12.1 14.9Time deposits:Other CDs and time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,764.7 2,884.7 3,213.9 (4.2) (10.2)CDs $100,000 and over . . . . . . . . . . . . . . . . . . . . . . . . . . . . 635.1 655.4 761.4 (3.1) (13.9)

Total time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,399.8 3,540.1 3,975.3 (4.0) (10.9)

Total interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,484.8 12,536.9 11,808.4 7.6 6.2

Total bank issued deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,674.5 16,046.0 14,703.5 10.1 9.1Wholesale deposits:Money market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74.6 76.6 262.9 (2.6) (70.8)Brokered CDs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,986.0 1,465.5 1,478.4 103.8 (0.9)Foreign time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,250.8 1,054.9 745.8 18.6 41.4

Total wholesale deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,311.4 2,597.0 2,487.1 66.0 4.4

Total consolidated average deposits . . . . . . . . . . . . . . . . . . . . . . . $21,985.9 $18,643.0 $17,190.6 17.9% 8.4%

Average bank issued deposits increased $1.6 billion or 10.1% in 2003 compared with 2002. Approximately $1.4billion of the average growth was attributable to acquisitions. Excluding the impact of acquisitions, average noninterestbearing deposits increased $0.5 billion and interest bearing activity accounts increased $0.2 billion. Savings and NOWaccounts, especially NOW accounts, exhibited the greatest growth in bank issued interest bearing activity deposits in2003 compared to 2002. This growth was offset in part by a decline in money market deposits compared to the prioryear. Excluding acquisitions, average bank issued time deposits declined $0.5 billion. M&I’s markets have continuedto experience some unprofitable pricing on single service time deposit relationships to the extent of pricing timedeposits above comparable wholesale levels. The Corporation has elected not to pursue such relationships.

f o r t y - t h r e e

The growth in bank issued deposits includes both commercial and retail banking and the effect of the lowerinterest environment. The growth in noninterest and interest-bearing activity accounts and the shift in deposit mix ofaverage bank issued deposits provided a benefit to net interest income and the net interest margin in 2003. Noninterestdeposit balances tend to exhibit some seasonality with a trend of balances declining somewhat in the early part of theyear followed by growth in balances throughout the remainder of the year. A portion of the noninterest balances issensitive to the interest rate environment and larger balances tend to be maintained when overall interest rates are low.Management expects these trends to continue and expects lower overall noninterest bearing deposit growth in 2004. Incommercial banking, the focus remains on developing deeper relationships through the sale of treasury managementproducts and services along with revised incentive plans focused on growing deposits. The retail banking strategycontinues to focus on aggressively selling the right products to meet the needs of customers and enhance theCorporation’s profitability. Specific retail deposit initiatives include bank-at-work, single service calling and retentioncalling programs, increased advertising and expanding branch locations in markets identified to have high growthpotential.

Average wholesale deposits increased $1.7 billion which reflects the Corporation’s greater use of wholesalefunding alternatives, especially institutional CDs. These deposits are funds in the form of deposits generated throughdistribution channels other than the Corporation’s own banking branches. These deposits allow the Corporation’s banksubsidiaries to gather funds across a wider geographic base and at pricing levels considered attractive. The underlyingdepositor may be retail or institutional. Access to and use of these funding sources also provide the Corporation addedflexibility not to pursue unprofitable single service time deposit relationships as previously discussed.

During 2003, the Corporation issued $80.0 million of Series E medium-term notes with a weighted averageinterest rate of 4.92% and $99.2 million of MiNotes (which are medium-term notes issued in smaller denominations toattract retail investors) with a weighted average interest rate of 4.82%. New Federal Home Loan Bank (“FHLB”)advances in 2003 amounted to $1.1 billion. Approximately $0.5 billion of the new FHLB advances were fixed rateadvances and the remainder were floating rate advances. In December 2003, $1.0 billion of existing senior bank notes(puttable reset securities) were remarketed.

The Corporation’s 6.375% subordinated notes in the amount of $100 million matured in the third quarter of 2003.Series D medium-term notes aggregating $13.0 million with a weighted average interest rate of 6.99% matured atvarious times in 2003.

During 2003, the Corporation acquired through open-market purchases $51.6 million of 5.75% Series E notes thatwere scheduled to mature in 2006. The Corporation also retired the floating rate debentures that were the sole asset ofMVBI Capital Trust, which in turn redeemed its floating rate trust preferred securities. In conjunction with thistransaction, the receive floating / pay fixed interest rate swap designated as a cash flow hedge on the forecasted interestpayments on the retired subordinated debt was terminated. Also in 2003, the Corporation’s banking segment acquiredthrough open-market purchases $13.2 million of 4.125% senior bank notes that were scheduled to mature in 2007 and$22.3 million of 6.375% subordinated bank notes that were scheduled to mature in 2011. In addition, FHLB fixed rateadvances aggregating $33.2 million with a weighted average interest rate of 6.08% and $610.0 million of FHLBfloating rate advances were retired. Receive floating / pay fixed interest rate swaps designated as cash flow hedges onthe forecasted interest payments on the retired FHLB floating rate advances were terminated. The aggregate chargeassociated with these transactions in 2003 amounted to $56.7 million and is reported in other expense in theConsolidated Statements of Income.

The net interest margin on a fully taxable equivalent basis (“FTE”) as a percent of average earning assets was3.65% in 2003 compared to 3.96% in 2002, a decrease of 31 basis points.

The yield on average earning assets was 5.24% in 2003 compared to 6.10% in 2002, a decrease of 86 basis points.The growth in average earning assets, primarily loans, contributed approximately $245.9 million to interest incomewhile the decline in the yield adversely impacted interest income (FTE) by approximately $283.7 million.

The cost of interest bearing liabilities was 1.91% in 2003 compared to 2.55% in 2002, a decrease of 64 basispoints. The decrease in the rates paid on interest bearing liabilities contributed approximately $150.6 million of thedecrease in interest expense while the increase in volume partially offset the benefit by approximately $62.2 million in2003 compared to the prior year.

f o r t y - f o u r

While the low absolute level of interest rates and the increased level of prepayments have shortened the expectedlife of many of the Corporation’s assets, the Corporation has actively managed the re-pricing characteristics of itsliabilities so as to minimize the long-term impact on net interest income when interest rates begin to rise. The netinterest margin will continue to be influenced by product spreads as well as loan and deposit growth and the generalinterest rate environment.

Net interest income in 2002 amounted to $1,006.3 million compared with net interest income of $842.8 million in2001, an increase of $163.5 million or 19.4%.

Average earning assets in 2002 amounted to $26.3 billion compared to $23.9 billion in 2001, an increase of $2.4billion or 10.0%. Average loans and leases accounted for all of the growth in earning assets.

Average interest bearing liabilities increased $1.8 billion or 9.0% in 2002 compared to 2001. Average interestbearing deposits increased $0.8 billion and average borrowings increased $1.0 billion. Average noninterest bearingdeposits increased $0.6 billion or 21.2% compared to the prior year.

Average earning assets and average interest bearing liabilities in 2002 and 2001 reflect the impact of theCorporation’s banking acquisitions which were all accounted for as purchases and therefore are included in theCorporation’s financial position and results of operations since the acquisitions were completed. The acquisitionscompleted in the third quarter of 2001 (the acquisition of National City Bancorporation and twelve branch offices inArizona) are reflected in the Corporation’s average financial position and results of operations for the full year in 2002.The Richfield State Agency and Century Bancshares acquisitions have been included for ten months in 2002 and theMississippi Valley acquisition has been included for three months in 2002.

Compared to 2001, average loans and leases increased $2.8 billion or 15.5% in 2002. Approximately $1.7 billionof average loan growth was due to the banking acquisitions previously discussed. At the time of the mergers,approximately $2.3 billion of loans were acquired in the 2002 acquisitions and approximately $1.0 billion of loanswere acquired in the 2001 acquisitions. Excluding the acquisitions, total average commercial loan growth amounted to$0.6 billion, which was driven by commercial real estate loan and commercial real estate construction loan growth of$0.7 billion. Excluding the effects of acquisitions, average personal loans grew approximately $0.5 billion, which wasdriven by increases in home equity loans and lines.

Generally, the Corporation sells residential real estate loan production in the secondary market, although in 2002selected loans with wider interest spreads and adjustable rate characteristics were retained in the portfolio and serve asa potential source of liquidity in the future. Residential real estate loans originated and sold to the secondary marketamounted to $3.1 billion in 2002 compared to $2.4 billion in 2001. At December 31, 2002, the Corporation hadapproximately $0.3 billion of mortgage loans held for sale. Auto loans securitized and sold in 2002 amounted to $0.6billion. Gains from the sale of mortgage loans amounted to $39.7 million in 2002 compared to $31.0 million in 2001.Gains from the sale and securitization of auto loans amounted to $7.2 million in 2002 and $7.9 million in 2001.

Average bank issued deposits increased $1.3 billion or 9.1% in 2002 compared with 2001. Approximately $1.7billion of the growth was attributable to acquisitions. Excluding the impact of acquisitions, average noninterest bearingdeposits increased $0.3 billion and interest bearing activity accounts increased $0.4 billion. Savings and NOWaccounts, especially NOW accounts, exhibited the greatest growth in bank issued interest bearing activity deposits in2002 compared to 2001. Average bank issued NOW accounts increased $0.3 billion. Excluding acquisitions, averagebank issued time deposits declined $1.0 billion. M&I’s markets experienced some unprofitable pricing on singleservice time deposit relationships to the extent of pricing time deposits above comparable wholesale levels. TheCorporation elected not to pursue such relationships.

The growth in noninterest and interest-bearing activity accounts and the shift in deposit mix of average bankissued deposits provided a benefit to the net interest margin in 2002. Both commercial and retail banking contributed tothe success experienced in growing bank issued deposits.

Average wholesale deposits increased $0.1 billion in 2002 compared to 2001 or 4.4%. Throughout 2002, theCorporation made greater use of wholesale funding alternatives, especially institutional CDs.

f o r t y - f i v e

During 2002, the Corporation’s banking segment issued $550 million of debt under its bank note programconsisting of $300 million of senior bank notes and $250 million of subordinated debt. Medium term bank notes in theamount of $200 million matured in 2002. In December 2002, $1.0 billion of existing senior bank notes (puttable resetsecurities) were remarketed. At December 31, 2002, bank notes amounted to $2.2 billion. In addition, the bankingsegment increased its borrowings from the Federal Home Loan Bank in 2002 by obtaining $300 million of floating rateadvances. During 2002, the Corporation issued $39.0 million of MiNotes which are medium-term notes issued insmaller denominations to attract retail investors. Approximately $48.5 million of the Corporation’s other seriesmedium-term notes matured in 2002.

The net interest margin (FTE) as a percent of average earning assets was 3.96% in 2002 compared to 3.67% in2001, an increase of 29 basis points. The yield on earning assets decreased 121 basis points while the cost of interestbearing liabilities decreased 174 basis points in 2002 compared to 2001. Growth in lower-cost bank issued deposits andthe re-pricing of retail deposits in the declining rate environment experienced in 2002, loan growth and improved loanspreads all contributed to the margin improvement. Offsetting this improvement was the impact of the net cash paid inacquisitions of approximately $153.4 million, cash paid for common stock acquired under the Corporation’s stockrepurchase program of $165.1 million, loan premium amortization arising from the accelerated prepayments of loansacquired in acquisitions and the lengthening of liabilities in conjunction with the Corporation’s management of interestrate risk.

The yield on average earning assets was 6.10% in 2002 compared to 7.31% in 2001, a decrease of 121 basispoints. The growth in average earning assets, primarily loans, contributed approximately $175.3 million to interestincome while the decline in the yield adversely impacted interest income (FTE) by approximately $316.1 million.

The cost of interest bearing liabilities was 2.55% in 2002 compared to 4.29% in 2001, a decrease of 174 basispoints. The decrease in the rates paid on interest bearing liabilities contributed approximately $374.1 million of thedecrease in interest expense while the increase in volume offset the benefit by approximately $68.8 million in 2002compared to the prior year.

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Average Balance Sheets and Analysis of Net Interest Income

The Corporation’s consolidated average balance sheets, interest earned and interest paid, and the average interestrates earned and paid for each of the last three years are presented in the following table ($ in thousands):

2003 2002 2001

AverageBalance

InterestEarned/Paid

AverageYield orCost (3)

AverageBalance

InterestEarned/Paid


AverageBalance

InterestEarned/Paid


Loans and leases (1)(2) . . . . . . . . . . . . . $24,392,591 $1,306,565 5.36% $21,028,444 $1,299,416 6.18% $18,201,142 $1,361,048 7.48%Investment securities:Taxable . . . . . . . . . . . . . . . . . . . . . . . . 4,038,579 165,075 4.13 3,325,568 198,037 6.11 3,926,737 270,336 7.04Tax-exempt (1) . . . . . . . . . . . . . . . . . . 1,173,466 87,194 7.58 1,224,737 90,539 7.49 1,269,175 91,206 7.28

Interest bearing deposits in otherbanks . . . . . . . . . . . . . . . . . . . . . . . . . . 27,022 528 1.95 44,420 1,075 2.42 35,535 1,614 4.54

Funds sold and security resaleagreements . . . . . . . . . . . . . . . . . . . . . 28,692 395 1.38 31,219 623 2.00 52,401 2,529 4.83

Trading securities (1) . . . . . . . . . . . . . . . 23,017 266 1.16 15,247 337 2.21 21,284 896 4.21Other short-term investments . . . . . . . . . 208,540 1,636 0.79 641,490 9,470 1.48 415,921 12,669 3.05

Total interest earningassets . . . . . . . . . . . . . . . . . . 29,891,907 1,561,659 5.24% 26,311,125 1,599,497 6.10% 23,922,195 1,740,298 7.31%

Cash and demand deposits due frombanks . . . . . . . . . . . . . . . . . . . . . . . . . . 752,215 708,256 651,367

Premises and equipment, net . . . . . . . . . 440,492 418,042 391,633Other assets . . . . . . . . . . . . . . . . . . . . . . 2,531,245 2,067,891 1,658,203Allowance for loan and lease losses . . . . (347,838) (302,664) (253,089)

Total assets . . . . . . . . . . . . . . . $33,268,021 $29,202,650 $26,370,309

Interest bearing deposits:Bank issued deposits:Bank issued interest bearingactivity deposits . . . . . . . . . . . . . $10,084,996 $ 75,221 0.75% $ 8,996,778 $ 109,483 1.22% $ 7,833,126 $ 227,991 2.91%

Bank issued time deposits . . . . . . . 3,399,734 85,472 2.51 3,540,124 115,072 3.25 3,975,253 214,721 5.40

Total bank issued deposits . . . 13,484,730 160,693 1.19 12,536,902 224,555 1.79 11,808,379 442,712 3.75Wholesale deposits . . . . . . . . . . . . . . . 4,311,424 67,523 1.57 2,596,952 58,830 2.27 2,487,129 124,187 4.99

Total interest bearing deposits 17,796,154 228,216 1.28 15,133,854 283,385 1.87 14,295,508 566,899 3.97Short-term borrowings . . . . . . . . . . . . . . 3,138,752 81,070 2.58 4,188,339 150,310 3.59 3,944,160 188,587 4.78Long-term borrowings . . . . . . . . . . . . . . 3,798,851 163,348 4.30 2,693,447 127,343 4.73 1,962,801 110,842 5.65

Total interest bearingliabilities . . . . . . . . . . . . . . . 24,733,757 472,634 1.91% 22,015,640 561,038 2.55% 20,202,469 866,328 4.29%

Noninterest bearing deposits . . . . . . . . . 4,189,724 3,509,133 2,895,083Other liabilities . . . . . . . . . . . . . . . . . . . . 1,103,886 911,187 843,198Shareholders’ equity . . . . . . . . . . . . . . . . 3,240,654 2,766,690 2,429,559

Total liabilities andshareholders’ equity . . . . . . $33,268,021 $29,202,650 $26,370,309

Net interest income . . . . . . . . . $1,089,025 $1,038,459 $ 873,970

Net yield on interest earningassets . . . . . . . . . . . . . . . . . . 3.65% 3.96% 3.67%

Notes:

(1) Fully taxable equivalent basis, assuming a Federal income tax rate of 35% for all years presented, and excludingdisallowed interest expense.

(2) Loans and leases on nonaccrual status have been included in the computation of average balances.(3) Based on average balances excluding fair value adjustments for available for sale securities.

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Analysis of Changes in Interest Income and Interest Expense

The effect on interest income and interest expense due to volume and rate changes in 2003 and 2002 are outlinedin the following table. Changes not due solely to either volume or rate are allocated to rate ($ in thousands):

2003 versus 2002 2002 versus 2001

Increase (Decrease)Due to Change in

Increase(Decrease)

Increase (Decrease)Due to Change in

Increase(Decrease)

AverageVolume (2)

AverageRate

AverageVolume (2)

AverageRate

Interest on earning assets:Loans and leases (1) . . . . . . . . . . . . . . . . . . $211,202 $(204,053) $ 7,149 $214,326 $(275,958) $ (61,632)Investment securities:Taxable . . . . . . . . . . . . . . . . . . . . . . . . . . 45,786 (78,748) (32,962) (41,845) (30,454) (72,299)Tax-exempt (1) . . . . . . . . . . . . . . . . . . . . (4,386) 1,041 (3,345) (3,215) 2,548 (667)

Interest bearing deposits in other banks . . . (421) (126) (547) 403 (942) (539)Funds sold and security resaleagreements . . . . . . . . . . . . . . . . . . . . . . . (51) (177) (228) (1,023) (883) (1,906)

Trading securities (1) . . . . . . . . . . . . . . . . . 172 (243) (71) (254) (305) (559)Other short-term investments . . . . . . . . . . . (6,408) (1,426) (7,834) 6,880 (10,079) (3,199)

Total interest income change . . . . . $245,894 $(283,732) $(37,838) $175,272 $(316,073) $(140,801)

Expense on interest bearing liabilities:Interest bearing deposits:Bank issued deposits:Bank issued interest bearing activitydeposits . . . . . . . . . . . . . . . . . . . . . . $ 13,276 $ (47,538) $(34,262) $ 33,862 $(152,370) $(118,508)

Bank issued time deposits . . . . . . . . . . (4,563) (25,037) (29,600) (23,497) (76,152) (99,649)

Total bank issued deposits . . . . . . . . . . . 8,713 (72,575) (63,862) 10,365 (228,522) (218,157)Wholesale deposits . . . . . . . . . . . . . . . . . 38,919 (30,226) 8,693 5,480 (70,837) (65,357)

Total interest bearing deposits . . . . . . . . . . 47,632 (102,801) (55,169) 15,845 (299,359) (283,514)Short-term borrowings . . . . . . . . . . . . . . . . (37,680) (31,560) (69,240) 11,672 (49,949) (38,277)Long-term borrowings . . . . . . . . . . . . . . . . 52,286 (16,281) 36,005 41,281 (24,780) 16,501

Total interest expense change . . . . . $ 62,238 $(150,642) $(88,404) $ 68,798 $(374,088) $(305,290)

Notes:

(1) Fully taxable equivalent basis, assuming a Federal income tax rate of 35% for all years presented, and excludingdisallowed interest expense.

(2) Based on average balances excluding fair value adjustments for available for sale securities.

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Summary of Loan and Lease Loss Experience and Credit Quality

The following tables present comparative credit quality information as of and for the year ended December 31,2003, as well as selected comparative years:

Consolidated Credit Quality InformationDecember 31, ($000’s)

2003 2002 2001 2000 1999

Nonperforming Assets by TypeLoans and Leases:Nonaccrual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $166,387 $188,232 $166,434 $121,425 $106,387Renegotiated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 278 326 378 614 708Past Due 90 Days or More . . . . . . . . . . . . . . . . . . . . . . . . . 6,111 5,934 6,982 7,371 9,975

Total Nonperforming Loans and Leases . . . . . . . . . . . . . . 172,776 194,492 173,794 129,410 117,070Other Real Estate Owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,235 8,692 6,796 3,797 6,230

Total Nonperforming Assets . . . . . . . . . . . . . . . . . $186,011 $203,184 $180,590 $133,207 $123,300

Allowance for Loan and Lease Losses . . . . . . . . . . . . . . . . . $349,561 $338,409 $268,198 $235,115 $225,862

Consolidated StatisticsNet Charge-offs to Average Loans and Leases . . . . . . . . . . . 0.21% 0.21% 0.22% 0.12% 0.17%Total Nonperforming Loans and Leases To Total Loans andLeases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.69 0.81 0.90 0.74 0.72

Total Nonperforming Assets To Total Loans And Leasesand Other Real Estate Owned . . . . . . . . . . . . . . . . . . . . . . 0.74 0.85 0.94 0.76 0.75

Allowance for Loan and Lease Losses To Total Loans andLeases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.39 1.42 1.39 1.34 1.38

Allowance for Loan and Lease Losses To NonperformingLoans and Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202 174 154 182 193

Major Categories of Nonaccrual Loans and Leases ($000’s)

December 31, 2003 December 31, 2002

Nonaccrual

% ofLoanType

% ofNonaccrual Nonaccrual

% ofLoanType

% ofNonaccrual

Commercial and Lease Financing . . . . . . . . . . . . . . . . $ 69,404 0.9% 41.7% $ 84,252 1.1% 44.8%Real EstateConstruction and Land Development . . . . . . . . . . . . . 800 0.1 0.5 145 0.0 0.1Commercial Real Estate . . . . . . . . . . . . . . . . . . . . . . . 42,857 0.6 25.8 46,179 0.7 24.5Residential Real Estate . . . . . . . . . . . . . . . . . . . . . . . . 52,098 0.7 31.3 56,166 0.8 29.8

Total Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . 95,755 0.6 57.6 102,490 0.7 54.4Personal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,228 0.1 0.7 1,490 0.1 0.8

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $166,387 0.7% 100.0% $188,232 0.8% 100.0%

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Reconciliation of Consolidated Allowance for Loan and Lease Losses ($000’s)

2003 2002 2001 2000 1999

Allowance for Loan and Lease Losses at Beginning ofYear . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $338,409 $268,198 $235,115 $225,862 $226,052

Provision for Loan and Lease Losses . . . . . . . . . . . . . . . . . . 62,993 74,416 54,115 30,352 25,419Allowance of Banks and Loans Acquired . . . . . . . . . . . . . . . — 39,813 19,151 1,270 —Allowance Transfer for Loan Securitizations . . . . . . . . . . . . — — — (1,022) —Loans and Leases Charged-off:

Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,689 23,003 22,773 10,623 17,275Real Estate—Construction . . . . . . . . . . . . . . . . . . . . . . . 57 94 186 4 157Real Estate—Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . 15,192 10,681 11,795 9,848 5,719Personal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,100 12,265 10,965 8,216 7,121Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,625 9,246 2,890 1,327 2,285

Total Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69,663 55,289 48,609 30,018 32,557Recoveries on Loans and Leases:

Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,736 3,819 4,135 4,696 2,696Real Estate—Construction . . . . . . . . . . . . . . . . . . . . . . . 88 96 43 57 6Real Estate—Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . 4,278 2,462 1,419 1,458 1,413Personal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,058 3,053 2,567 2,199 2,244Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,662 1,841 262 261 589

Total Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,822 11,271 8,426 8,671 6,948

Net Loans and Leases Charged-off . . . . . . . . . . . . . . . . . . . . 51,841 44,018 40,183 21,347 25,609

Allowance for Loan and Lease Losses at End of Year . . . . . $349,561 $338,409 $268,198 $235,115 $225,862

Nonperforming assets consist of nonperforming loans and leases and other real estate owned (“OREO”). Theamount of nonperforming assets is affected by acquisitions accounted for under the purchase method of accounting.The assets and liabilities, including the nonperforming assets, of the acquired entity are included in the Corporation’sconsolidated balance sheets from the date the business combination is completed, which impacts period-to-periodcomparisons.

OREO is principally comprised of commercial and residential properties acquired in partial or total satisfaction ofproblem loans and amounted to $13.2 million, $8.7 million and $6.8 million at December 31, 2003, 2002 and 2001,respectively.

Nonperforming loans and leases consist of nonaccrual, renegotiated or restructured loans, and loans and leasesthat are delinquent 90 days or more and still accruing interest. The balance of nonperforming loans and leases areaffected by acquisitions and may be subject to fluctuation based on the timing of cash collections, renegotiations andrenewals.

Generally, loans that are 90 days or more past due as to interest or principal are placed on nonaccrual. Exceptionsto these rules are generally only for loans fully collateralized by readily marketable securities or other relatively riskfree collateral. In addition, a loan may be placed on nonaccrual when management makes a determination that the factsand circumstances warrant such classification irrespective of the current payment status.

Maintaining nonperforming assets at an acceptable level is important to the ongoing success of a financial servicesinstitution. The Corporation’s comprehensive credit review and approval process is critical to ensuring that the amountof nonperforming assets on a long-term basis is minimized within the overall framework of acceptable levels of creditrisk. In addition to the negative impact on net interest income and credit losses, nonperforming assets also increaseoperating costs due to the expense associated with collection efforts.

At December 31, 2003, nonperforming loans and leases amounted to $172.8 million or 0.69% of consolidatedloans and leases compared to $194.5 million or 0.81% at December 31, 2002 and $173.8 million or 0.90% at December31, 2001. Nonaccrual loans decreased $21.8 million or 11.6% at year-end 2003 compared to year-end 2002.

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Approximately $14.1 million of the decline in nonperforming loans at December 31, 2003 compared to December 31,2002 was attributable to the change in nonperforming loans associated with the 2002 and 2001 banking acquisitions.Nonaccrual loans increased $17.1 million at March 31, 2003 compared to December 31, 2002 but then declined at eachquarter-end throughout the year. Since March 31, 2003, nonaccrual loans have declined $39.0 million. The net decreasewas primarily due to reductions and positive resolutions in several portfolio segments and across most loan types,except for the commercial leasing portfolio which was adversely affected by one larger lease placed on nonaccrual inthe fourth quarter of 2003.

Delinquency can be an indicator of potential problem loans. At December 31, 2003, loans past due 60-89 days andstill accruing interest amounted to $41.9 million or 0.17% of total loans and leases outstanding compared to $89.7million or 0.38% of total loans and leases outstanding at December 31, 2002.

In addition to its nonperforming loans and leases, the Corporation has loans and leases for which payments arepresently current; however, management believes such loans could possibly be classified as nonperforming in the nearfuture. These loans are subject to constant management attention and their classification is reviewed on an ongoingbasis. At December 31, 2003, such loans amounted to $72.8 million compared to $58.2 million at December 31, 2002.

Net charge-offs amounted to $51.8 million or 0.21% of average loans and leases in 2003 compared with $44.0million or 0.21% of average loans and leases in 2002 and $40.2 million or 0.22% of average loans and leases in 2001.Included in net charge-offs for 2003 was a $19.0 million charge-off related to the carrying value of lease obligationsfor airplanes leased to Midwest Airlines, Inc. that occurred in the first quarter.

At the present time, there is no specific industry that is of immediate concern and in general the Corporation’sborrowing customers appear to be successfully managing their businesses through the slower economic conditions.While there appear to be some signs of improvement in the economy and the Corporation’s customer base is beginningto see some signs of increased business activity, the customers remain cautious of there being any substantive increasein revenues until later in 2004. As a result, the recession’s lagging impact will probably continue to affect the operatingperformance of M&I’s customers in the near term. The Corporation also believes that the long-term impact of therecent recession may still provide some unanticipated results within the loan and lease portfolio. However, given thegeneral improvement in various segments of the loan portfolio, management anticipates that nonperforming loans andleases as a percent of total loans and leases will be in the 70-85 basis point range in the near term. During the pastthree-year period, net charge-offs have remained in a narrow range of approximately 20 basis points which issomewhat higher than historical levels. The Corporation anticipates net charge-offs in 2004 will be in the 15-20 basispoint range.

Charge-offs for 2004 will continue to be affected by the factors previously discussed. The Corporation estimatesnet charge-offs in 2004 will range between $17 million and $22 million for commercial loans, $15 million and $19million for real estate loans, $7 million and $9 million for personal loans and $2 million and $3 million for leasefinancing receivables. Negative economic events, an adverse development in industry segments within the portfolio ordeterioration of a large loan or loans could have significant adverse impacts on the actual loss levels. At the presenttime, there are no other known specific issues, industries of concern or material loans believed to be in imminentdanger of deteriorating or defaulting which would give rise to a large near-term charge-off.

Other Income

Total other income amounted to $1,215.8 million in 2003 compared to $1,082.7 million in 2002, an increase of$133.1 million or 12.3%. All sources of other income increased in 2003 compared to 2002. The growth reflects a fullyear’s results from the 2002 acquisitions, growth in data processing services and trust services revenues, increases inloan prepayment fees and mortgage banking income due to the low interest rate environment and investment securitiesgains realized primarily by the Corporation’s Capital Markets Group.

In previous filings, the Corporation had disclosed revenue from data processing services in two components, e-Finance Solutions and Financial Technology Solutions. Management has determined that the previous reportingstructure no longer represents how that segment’s performance is assessed or how its products are marketed. Since that

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reporting format was developed, Metavante’s sales strategy has migrated to selling its products and services across thecustomer base as a suite of products and services with less emphasis on individual products. As a result, managementassesses performance based on the overall profitability of the segment.

Total data processing services revenue amounted to $657.8 million in 2003 compared to $601.5 million in 2002,an increase of $56.3 million or 9.4%. Approximately $12.2 million of the increase was due to acquisitions. Theremaining increase was attributable to revenue growth from several significant customer conversions to the corefinancial account processing systems during the second half of 2003. Electronic funds revenue growth was also derivedfrom these conversions along with volume growth from the existing customers and other new customers. Additionalrevenue growth resulted from increased consumer payment volume from new large financial institution customers andincreased adoption of electronic bill presentment and payment in the existing customer base. Total buyout revenue,which varies from period to period, amounted to $6.9 million in 2003 compared to $11.9 million in 2002.

Item processing revenue increased $3.7 million or 9.6% in 2003 compared to 2002. The revenue increase was dueto increased volumes of payment services from existing customers and new customers.

Fees from trust services were $126.8 million in 2003 compared to $120.6 million in 2002, an increase of $6.2million or 5.1%. Revenue growth in 2003 compared to 2002 was driven by commercial trust, which increased 7.5%,and to a lesser extent increased fees from outsourcing services and securities lending. Assets under management were$15.7 billion at December 31, 2003 compared to $12.9 billion at December 31, 2002, an increase of $2.8 billion or22.0%. Money transferred in from the acquisition and other commercial customers as well as market appreciationcontributed to the increase in assets under management. Sales activity and account retention was positive in 2003.Recent positive equity performance has resulted in some shift of funds into equities which represents approximately35% of assets under management. After five consecutive quarters of revenue growth, management believes thisbusiness is well positioned as the equity markets stabilize.

Total mortgage banking revenue was $70.3 million in 2003 compared with $55.2 million in 2002, an increase of$15.1 million. Gains from sales of mortgages to the secondary market and mortgage related fees accounted for theincrease. During 2003, the Corporation sold $3.5 billion of loans to the secondary market. Retained interests in theform of mortgage servicing rights amounted to $2.1 million. During 2002, the Corporation sold $3.1 billion of loans tothe secondary market. Retained interests in the form of mortgage servicing rights amounted to $3.2 million. Aspreviously discussed, management does not expect the strong volume of activity in mortgage production experiencedin 2002 and the first three quarters of 2003 to continue in 2004.

Net investment securities gains amounted to $21.6 million in 2003 compared to net investment securities losses of$6.3 million in 2002. During 2003, gains recognized by the Corporation’s Capital Markets Group amounted to $20.0million. Approximately $16.2 million of the gain was from the sale of an investment in the third quarter of 2003. Netlosses associated with investments held by the Corporation’s Capital Markets Group amounted to $4.7 million in 2002.During 2003, the Corporation’s banking segment sold $48.0 million of available for sale investment securities andrecognized a gain of approximately $4.2 million. Impairment losses associated with retained interests held in the formof interest-only strips associated with its auto securitization activities amounted to $4.1 million and $1.5 million in2003 and 2002, respectively. See Note 9 in Notes to Consolidated Financial Statements for further discussion of theCorporation’s securitization activities.

Other noninterest income amounted to $163.5 million in 2003 compared to $142.0 million in 2002, an increase of$21.5 million or 15.2%. Approximately $2.5 million of the increase was attributable to the 2002 banking acquisitions.Loan fees, which include prepayment charges, and other commissions and fees, excluding the 2002 bankingacquisitions, increased $20.3 million. Auto securitization income decreased $2.6 million in 2003 compared to 2002.The decline was primarily due to lower gains from the sale of auto loans which was offset by increased servicingincome. Auto loans securitized in 2003 amounted to $0.8 billion compared to $0.6 billion in 2002. During 2003, theCorporation sold six branches and recognized $5.0 million in gains. Gains from the sale of other real estate increased$2.8 million in 2003 compared to 2002. The increase was primarily due to the sale of one large property in the firstquarter of 2003. Trading income in 2003, excluding the 2002 banking acquisitions, decreased $5.3 million compared tothe prior year and was primarily due to lower income from fair value adjustments on free standing derivative

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instruments associated with auto loans sold to the multi-seller revolving conduit. Beginning in the second half of 2002and throughout 2003, the Corporation had employed freestanding interest rate futures to economically hedge themarket value volatility from the auto-related derivative instrument due to changes in interest rates.

Total other income amounted to $1,082.7 million in 2002 compared to $1,001.3 million in 2001, an increase of$81.4 million or 8.1%.

Total data processing services revenue amounted to $601.5 million in 2002 compared to $559.8 million in 2001,an increase of $41.7 million or 7.4%. Approximately $30.0 million of the increase was due to acquisitions. Theremaining revenue growth was due to general new business across the entire segment. The traditional outsourcingbusiness continued to experience the effects of bank consolidations in 2002 although to a lesser degree than the effectsexperienced in 2001. The total buyout revenue, which varies from period to period, amounted to $11.9 million in 2002compared to $13.0 million in 2001.

Item processing revenue decreased $8.6 million during 2002. During the latter part of 2001, certain itemprocessing relationships and four Midwest item processing centers were sold.

Fees from trust services of $120.6 million in 2002 were relatively unchanged compared to $120.8 million in 2001.Trust revenues have continued to remain flat throughout the year despite the positive impact of acquisitions and salesefforts. Trust revenue was negatively impacted by the volatile equity markets and continued movement of funds fromhigh fee equity funds to lower fee fixed income and money market funds. Assets under management wereapproximately $12.9 billion at both December 31, 2002 and 2001 in spite of the poor performance of both the S&P 500and NASDAQ in 2002.

Service charges on deposits increased $14.8 million or 17.2% and amounted to $100.8 million in 2002 comparedto $86.0 million in 2001. Service charges on commercial demand accounts were the primary driver of the increase andreflect the Corporation’s focus on deposit growth, the impact of acquisitions and the lower interest rate environment.

Total mortgage banking revenue was $55.2 million in 2002 compared with $46.2 million in 2001, an increase of$9.0 million. Gains from sales of mortgages to the secondary market and mortgage related fees accounted for theincrease. During 2002, the Corporation sold $3.1 billion of loans to the secondary market. Retained interests in theform of mortgage servicing rights amounted to $3.2 million. During 2001, the Corporation sold $2.4 billion of loans tothe secondary market. Retained interests in the form of mortgage servicing rights amounted to $2.8 million.

Net investment securities losses amounted to $6.3 million in 2002 compared to $6.8 million in 2001. Net lossesassociated with investments held by the Corporation’s Capital Markets Group amounted to $4.7 million in 2002.During 2002, the Corporation’s banking segment recorded an other than temporary impairment loss of $1.5 millionassociated with retained interests held in the form of an interest-only strip related to its auto securitization activities.Net gains associated with investments held by the Corporation’s Capital Markets Group amounted to $10.4 million in2001. During 2001, Metavante wrote-off three equity investments with a carrying value of approximately $16.1million. One investment employed technology that was replaced through Metavante’s acquisition of Derivion andCyberbills. The other investments were in the mortgage origination and Internet lending businesses which Metavantechose to exit. In each case, Metavante discontinued its participation in the funding of these businesses. Sustained andcontinuing operating losses and negative working capital positions resulted in the determination that these threeinvestments were permanently impaired. Net securities losses in 2001 by the Banking segment amounted to $1.1million.

Other noninterest income amounted to $142.0 million in 2002 compared to $120.5 million in 2001, an increase of$21.5 million or 17.8%. Increased fee income associated with acquisitions accounted for approximately $8.9 million ofthe increase and revenue associated with the monthly securitization of auto loans accounted for another $6.3 million ofthe increase. Excluding the impact of acquisitions, card related fee income (credit, debit and ATM) increased $4.6million and letters of credit fees increased $1.6 million.

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Other Expense

Total other expense amounted to $1,451.7 million in 2003, an increase of $155.7 million or 12.0% from $1,296.0million in 2002.

For the years ended December 31, 2003 and 2002, Metavante incurred integration costs associated with the July29, 2002 acquisition of Paytrust. Such costs were the result of operating duplicate platforms, which include duplicatefacilities, personnel and processing costs, and continued through the first quarter of 2003. Total integration costsincluded in other expense amounted to $7.1 million in 2002 and $2.5 million in 2003.

The acquisitions by both the banking segment and Metavante had an impact on the year-to-year comparability ofoperating expenses in 2003 compared to 2002. Approximately $26.6 million or 17.1% of the 2003 versus 2002operating expense growth was attributable to the acquisitions. As all acquisitions were accounted for using thepurchase method of accounting, the operating expenses of the acquired entities are included in the consolidatedoperating expenses from the dates the acquisitions were completed. Operating expenses associated with acquisitionscompleted in 2002 are reflected for the full year in 2003 as opposed to a partial year in 2002. Acquisitions completed in2003 directly affect the current year but have no impact on the prior year.

Expense control is sometimes measured in the financial services industry by the efficiency ratio statistic. Theefficiency ratio is calculated by taking total other expense divided by the sum of total other income (excludingsecurities gains and losses) and net interest income on a fully taxable equivalent basis. The Corporation’s efficiencyratios for the years ended December 31, 2003, 2002, and 2001 were:

Efficiency Ratios 2003 2002 2001

Consolidated Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63.0% 61.0% 68.1%Consolidated Corporation Excluding Metavante . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.4 50.1 56.2

Salaries and employee benefits expense amounted to $797.5 million in 2003 compared to $745.5 million in 2002.The impact of the Paytrust transition costs to salaries and employee benefits expense amounted to $2.7 million in 2003and $4.1 million in 2002. Salaries and benefits related to the banking and Metavante acquisitions contributedapproximately $10.8 million to the expense growth. In 2003, the Corporation restructured certain split dollar lifeinsurance benefits due to a change in tax laws. The total net charge from this restructuring was $6.3 million of which$8.4 million was recorded in salaries and benefits. Variable incentive compensation and commissions increasedapproximately $27.2 million or 40.1% in 2003 compared to 2002.

Net occupancy and equipment expense amounted to $179.0 million in 2003 compared to $191.5 million in 2002.The impact of the Paytrust transition costs to net occupancy and equipment expense amounted to $0.8 million in 2003and $2.2 million in 2002. During 2003, Metavante reversed $6.1 million of accrued lease termination costs as a resultof a decision to keep a facility operational that previously had been identified for closure.

Processing charges amounted to $48.3 million in 2003 compared to $39.3 million in 2002, an increase of $9.0million or 22.8%. Processing charges related to the banking and Metavante acquisitions contributed approximately $1.1million to the expense growth. Third-party charges associated with the item processing business and wholesale loanactivity accounted for $6.2 million of the year over year increase.

Supplies and printing expense, professional services expense and shipping and handling expense amounted to$118.3 million in 2003 compared to $104.3 million in 2002, an increase of $14.0 million or 13.5%. The acquisitionscontributed approximately $0.8 million to the growth in these expenses. The remainder of the increase is primarily dueto the additional costs associated with the increased volume of mortgage loan production in 2003 and Metavante’sincrease in these expenses.

Amortization of intangibles amounted to $23.8 million in 2003 compared to $25.1 million in 2002. Acceleratedamortization and valuation reserves associated with mortgage servicing rights declined $2.4 million. At December 31,2003, the carrying value of mortgage servicing rights amounted to $5.1 million. Goodwill is subject to periodic testsfor impairment. The Corporation has elected to perform its annual test for impairment during the second quarter.Accordingly, the Corporation updated the analysis to June 30, 2003 and concluded that there continues to be no

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impairment with respect to goodwill at any reporting unit. At December 31, 2003, none of the Corporation’s otherintangible assets were determined to have indefinite lives.

Other noninterest expenses amounted to $240.1 million in 2003 compared to $146.1 million in the prior year, anincrease of $94.0 million. Acquisitions contributed approximately $5.9 million to the growth in other expense. Aspreviously discussed, during 2003 the Corporation prepaid and retired certain higher cost long-term debt andterminated some related receive floating / pay fixed interest rate swaps designated as cash flow hedges. The total debtretired amounted to $744.6 million and the charge to earnings amounted to $56.7 million. Increases in the costs ofbusiness related insurance coverage, increased costs associated with Metavante’s card solutions and equipment salesand increased costs associated with mortgage loan production added approximately $15.9 million to the expensegrowth in 2003 compared to 2002. During 2003, an insurance related credit associated with restructuring certain splitdollar life insurance policies due to a change in tax laws amounted to $2.1 million. In 2002, the Corporation’scommercial leasing subsidiary recorded a residual impairment loss of $6.8 million that is included in other expense.Litigation, environmental clean-up and other losses recorded in 2002 offset the comparable year over year expensegrowth.

Other expense is affected by the capitalization of costs, net of amortization, associated with software developmentand data processing conversions. A lower amount of capitalized software development costs and capitalized conversioncosts net of their respective amortization resulted in an increase in other noninterest expense and accounted forapproximately $9.3 million of the total increase in other operating expense in 2003 compared to 2002. As a result of achange in product strategies, Metavante determined that certain purchased and internally developed software will nolonger be used and such software was written off in 2003. Total capitalized software costs written off as a result ofthese decisions, amounted to $22.8 million and is included in other noninterest expense in 2003.

Total other expense amounted to $1,296.0 million in 2002 compared to $1,288.9 million in 2001, an increase of$7.1 million. As previously discussed, the Corporation incurred certain charges and expenses resulting fromtransactions and events that management considered to have a direct affect on the year-to-year comparability ofoperating results for the years ended December 31, 2002 and 2001. These transactions as previously presented anddiscussed generally have their greatest impact on the Corporation’s operating expenses and impact the individual lineitems in the Consolidated Statements of Income to varying degrees of magnitude.

The following table depicts how these transactions, in the aggregate, affect the individual line items of expense inthe Consolidated Statements of Income for the periods presented. It is intended that this table, together with theinformation that was previously presented and discussed, provide users of the Corporation’s financial information withan understanding of how these transactions and events affected the Corporation’s reported operating expenses.

Operating Expenses Year Ended December 31, ($ millions)

2002 2001 2002 vs 2001

OperatingExpenses

AsReported

PaytrustIntegration

Costs

OperatingExpensesExcludingPaytrust

IntegrationCosts

OperatingExpenses

AsReported

CertainTrans-actions

PreviouslyDiscussed

OperatingExpensesExcludingTrans-actions

PreviouslyDiscussed

Operating ExpensesExcluding

Paytrust andTransactionsPreviouslyDiscussed

Amount Pct

Other Expense:Salaries and employee benefits . . . . . . $ 745.5 $ 4.1 $ 741.4 $ 695.4 $ 16.9 $ 678.5 $ 62.9 9.3%Net occupancy . . . . . . . . . . . . . . . . . . 74.7 1.7 73.0 71.3 7.5 63.8 9.2 14.4Equipment . . . . . . . . . . . . . . . . . . . . . . 116.8 0.5 116.3 118.2 1.5 116.7 (0.4) (0.3)Software expenses . . . . . . . . . . . . . . . 44.2 0.1 44.1 39.8 — 39.8 4.3 10.8Processing charges . . . . . . . . . . . . . . . 39.3 — 39.3 40.1 2.1 38.0 1.3 3.4Supplies and printing . . . . . . . . . . . . . 20.1 — 20.1 21.3 0.7 20.6 (0.5) (2.4)Professional services . . . . . . . . . . . . . 38.5 0.3 38.2 34.2 3.4 30.8 7.4 24.0Shipping and handling . . . . . . . . . . . . 45.7 — 45.7 44.8 0.2 44.6 1.1 2.5Amortization of intangibles . . . . . . . . . 25.1 — 25.1 36.9 18.8 18.1 7.0 38.7Other . . . . . . . . . . . . . . . . . . . . . . . . . . 146.1 0.4 145.7 186.9 59.4 127.5 18.2 14.3

Total Other Expense . . . . . . . . . . . . . . . $1,296.0 $ 7.1 $1,288.9 $1,288.9 $110.5 $1,178.4 $110.5 9.4%

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The acquisitions by both the banking segment and Metavante have also had a significant impact on the year-to-year comparability of operating expenses in 2002 compared to 2001. Approximately $81.4 million or 73.7% of the2002 versus 2001 operating expense growth, excluding the items previously discussed, was attributable to theacquisitions. As all acquisitions were accounted for using the purchase method of accounting, the operating expensesof the acquired entities are included in the consolidated operating expenses from the dates the acquisitions werecompleted. Operating expenses associated with acquisitions completed in 2001 are reflected for the full year in 2002 asopposed to a partial year in 2001. Acquisitions completed in 2002 directly affect the current year but have no impact onthe prior year. Excluding the items previously discussed and the impact of acquisitions, other expense increasedapproximately 2.5%.

Salaries and employee benefits expense amounted to $745.5 million compared to $695.4 million in 2001. Theimpact of the items previously discussed to salaries and employee benefits expense amounted to $4.1 million in 2002and $16.9 million in 2001. Excluding those items, salaries and benefits expense increased $62.9 million or 9.3% in2002 compared to 2001. Salaries and benefits related to the banking and Metavante acquisitions contributedapproximately $51.7 million to the expense growth.

Net occupancy and equipment expense amounted to $191.5 million in 2002 compared to $189.5 million in 2001.The impact of the items previously discussed to net occupancy and equipment expense amounted to $2.2 million in2002 and $9.0 million in 2001. The remaining increase to net occupancy and equipment expense amounted to $8.8million, of which approximately $12.0 million was attributable to acquisitions.

Software expenses increased $4.4 million or 11.1% and amounted to $44.2 million in 2002 compared to $39.8million in 2001. Metavante’s acquisitions and an increase in invested technology were the primary drivers of softwareexpense growth.

Processing charges, supplies and printing expense, professional services expense and shipping and handlingexpense amounted to $143.6 million in 2002 compared to $140.3 million in 2001, an increase of $3.3 million. Theimpact of the items previously discussed to these expenses amounted to $0.3 million in 2002 and $6.4 million in 2001.Excluding those items, these expenses increased $9.3 million or 6.9% in 2002 compared to 2001. The acquisitionscontributed approximately $3.8 million to the growth in these expenses. Core expense growth for these items wasapproximately $5.6 million or 4.1% in 2002 compared to the prior year and reflects in part the additional costsassociated with the increased volume of mortgage loan production in 2002.

Amortization of intangibles amounted to $25.1 million in 2002 compared to $36.9 million in 2001. EffectiveJanuary 1, 2002, the Corporation adopted the new accounting standard for accounting for goodwill and otherintangibles. As a result, goodwill amortization was discontinued in 2002 and is now subject to periodic tests forimpairment. During the second quarter of 2002, the Corporation completed the first step of the transitional goodwillimpairment test on its five identified reporting units based on amounts as of January 1, 2002. With the assistance of anationally recognized independent appraisal firm, the Corporation concluded that there were no impairment losses forgoodwill due to the initial application of the new accounting standard. The Corporation has elected to perform itsannual test for impairment during the second quarter. Accordingly, the Corporation updated the analysis to June 30,2002 and concluded that there was no impairment with respect to goodwill at any reporting unit. At December 31,2002, none of the Corporation’s other intangible assets were determined to have indefinite lives.

Goodwill amortization amounted to $19.8 million in 2001. Excluding the effect of goodwill amortization in 2001,amortization of intangibles increased $8.0 million. Amortization of loan servicing rights, especially mortgage servicingrights which are sensitive to the increased prepayment and refinancing activity experienced during 2002, accounted for$0.8 million of the increase. The remainder, primarily core deposit premium amortization, was attributable toacquisitions.

Other expenses amounted to $146.1 million in 2002 compared to $186.9 million in the prior year, a decrease of$40.8 million. The impact of the items previously discussed to other expense amounted to $0.4 million in 2002 and$59.4 million in 2001. Excluding those items, other expense increased $18.2 million or 14.3% in 2002 compared to2001. Acquisitions contributed approximately $9.3 million to the growth in other expense during 2002.

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In connection with the ongoing periodic assessment of the carrying value assigned to residual values withemphasis placed on industries experiencing financial difficulties, the Corporation determined that certain residualvalues associated with its commercial lease portfolio were impaired. In 2002, the Corporation’s commercial leasingsubsidiary recorded a residual impairment loss of $6.8 million that is included in other expense.

Other expense is affected by the capitalization of costs, net of amortization, associated with software developmentand data processing conversions. A lower amount of capitalized software development costs and capitalized conversioncosts net of their respective amortization resulted in an increase in other operating expense and accounted forapproximately $2.9 million of the total increase in other operating expense during 2002, excluding the items previouslydiscussed.

Income Tax Provision

The provision for income taxes was $214.3 million in 2003, $238.3 million in 2002, and $163.1 million in 2001.The effective tax rate in 2003 was 28.3% compared to 33.2% in 2002 and 32.6% in 2001.

In the normal course of business, the Corporation and its affiliates are routinely subject to examinations fromFederal and state tax authorities. During 2003, several income tax audits covering multiple tax jurisdictions wereresolved which positively affected the banking segment by approximately $28.6 million and Metavante by $10.7million and resulted in a lower provision for income taxes in the Consolidated Statements of Income for the year endedDecember 31, 2003. Excluding the impact of the income tax audits, the pro forma effective income tax rate for yearended December 31, 2003 would have been 33.4%.

Liquidity and Capital Resources

Shareholders’ equity was $3.33 billion or 9.7% of total consolidated assets at December 31, 2003, compared to$3.04 billion or 9.2% of total consolidated assets at December 31, 2002. The increase at December 31, 2003 wasprimarily due to earnings net of dividends paid, an increase in accumulated other comprehensive income offset bycommon stock repurchases. The change in accumulated other comprehensive income increased shareholders’ equity$47.1 million since December 31, 2002. The net unrealized gain associated with available for sale investment securitiesdeclined $15.8 million since December 31, 2002 while the unrealized loss associated with the change in fair value ofthe Corporation’s derivative financial instruments designated as cash flow hedges declined $62.9 million sinceDecember 31, 2002, resulting in the net increase in shareholders’ equity. The change in fair value of the Corporation’sderivative financial instruments designated as cash flow hedges since December 31, 2002 reflects in part thetermination of certain interest rate swaps associated with the debt retirement in the third quarter of 2003 and theredemption of the subordinated debentures in the second quarter of 2003.

The Corporation has a Stock Repurchase Program under which up to 12 million shares can be repurchasedannually. During 2003, 6.0 million common shares were acquired at an aggregate cost of $210.9 million or $35.33 percommon share. During 2002 and 2001, the Corporation repurchased 5.1 million and 9.4 million shares (post-split) at anaggregate cost of $159.3 million and $273.3 million, respectively.

The Corporation and its affiliates continue to have a strong capital base and the Corporation’s regulatory capitalratios continue to be significantly above the defined minimum regulatory ratios. See Note 15 in Notes to ConsolidatedFinancial Statements for the Corporation’s comparative capital ratios and the capital ratios of its significantsubsidiaries.

Federal and state banking laws place certain restrictions on the amount of dividends and loans which a bank maymake to its parent company. Such restrictions have not had, and are not expected to have, any material effect on theCorporation’s ability to meet its cash obligations.

M&I manages its liquidity to ensure that funds are available to each of its banks to satisfy the cash flowrequirements of depositors and borrowers and to ensure the Corporation’s own cash requirements are met. M&Imaintains liquidity by obtaining funds from several sources.

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The Corporation’s most readily available source of liquidity is its investment portfolio. Investment securitiesavailable for sale, which totaled $4.8 billion at December 31, 2003, represent a highly accessible source of liquidity.The Corporation’s portfolio of held-to-maturity investment securities, which totaled $0.8 billion at December 31, 2003,provides liquidity from maturities and interest payments. The Corporation’s mortgage loans held for sale provideadditional liquidity. These loans represent recently funded home mortgage loans that are prepared for delivery toinvestors, which generally occurs within thirty to ninety days after the loan has been funded.

Depositors within M&I’s defined markets are another source of liquidity. Core deposits (demand, savings, moneymarket and consumer time deposits) averaged $16.2 billion in 2003. The Corporation’s banking affiliates may alsoaccess the federal funds markets or utilize collateralized borrowings such as treasury demand notes or Federal HomeLoan Bank (“FHLB”) advances.

The banking affiliates may use wholesale deposits, which include foreign (Eurodollar) deposits. Wholesaledeposits, which averaged $4.3 billion in 2003, are funds in the form of deposits generated through distribution channelsother than the Corporation’s own banking branches. These deposits allow the Corporation’s banking affiliates to gatherfunds across a national geographic base and at pricing levels considered attractive, where the underlying depositor maybe retail or institutional. Access to wholesale deposits also provides the Corporation with the flexibility to not pursuesingle service time deposit relationships in markets that have experienced some unprofitable pricing levels.

The Corporation utilizes certain financing arrangements to meet its balance sheet management, funding, liquidity,and market or credit risk management needs. The majority of these activities are basic term or revolving securitizationvehicles. These vehicles are generally funded through term-amortizing debt structures or with short-term commercialpaper designed to be paid off based on the underlying cash flows of the assets securitized. These facilities provideaccess to funding sources substantially separate from the general credit risk of the Corporation and its subsidiaries.

The Corporation’s lead bank (“Bank”) has implemented a bank note program which permits it to issue up to $7.0billion of short-term and medium-term notes which are offered and sold only to institutional investors. This program isintended to enhance liquidity by enabling the Bank to sell its debt instruments in private markets in the future withoutthe delays which would otherwise be incurred. As shown and discussed in Note 14 in the Notes to the ConsolidatedFinancial Statements, longer-term bank notes outstanding at December 31, 2003, amounted to $2.2 billion of which$0.6 billion is subordinated and qualifies as supplementary capital for regulatory capital purposes.

The national capital markets represent a further source of liquidity for M&I. M&I has filed a shelf registrationstatement which is intended to permit M&I to raise funds through sales of corporate debt securities with a relativelyshort lead time. Under the shelf registration statement, the Corporation may issue up to $0.5 billion of medium-termSeries E notes with maturities ranging from 9 months to 30 years and at fixed or floating rates. At December 31, 2003,Series E notes issued amounted to $0.3 billion. The Corporation may issue up to $0.5 billion of medium-term MiNoteswith maturities ranging from 9 months to 30 years and at fixed or floating rates. The MiNotes are issued in smallerdenominations to attract retail investors. At December 31, 2003, MiNotes issued amounted to $0.1 billion. The shelfregistration statement also permits the issuance of up to $0.5 billion of other debt securities. Additionally, theCorporation has a commercial paper program. At December 31, 2003, commercial paper outstanding amounted to $0.3billion.

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Contractual Obligations

The following table summarizes the Corporation’s more significant contractual obligations at December 31, 2003.

Contractual ObligationsNoteRef

Payments Due by Period ($ in millions)

TotalLess thanOne Year

One toThree Years

Three toFive Years

More thanFive Years

Certificate of Deposit and Other Time DepositObligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (a) $ 8,253.1 $ 5,406.6 $2,135.5 $ 711.0 $ —

Short-term Debt Obligations . . . . . . . . . . . . . . . . . . (b) 3,622.0 3,622.0 — — —Long-term Debt Obligations . . . . . . . . . . . . . . . . . . (c) 4,039.4 1,308.2 974.3 638.8 1,118.1Capital Lease Obligations . . . . . . . . . . . . . . . . . . . . 6.3 2.8 3.5 — —Minimum Operating Lease Obligations . . . . . . . . . . 106.9 32.7 47.3 26.9 —Obligations to Purchase Foreign Currencies . . . . . . (d) 862.2 837.7 24.5 — —Purchase Obligations—Facilities (Additions,Repairs and Maintenance) . . . . . . . . . . . . . . . . . . 14.6 12.3 2.2 0.1 —

Purchase Obligations—Technology . . . . . . . . . . . . . 67.8 44.9 21.9 1.0 —Purchase Obligations—Other . . . . . . . . . . . . . . . . . . 6.4 4.3 2.1 — —Other Obligations:Unfunded Investment Obligations . . . . . . . . . . . . (e) 3.6 2.4 0.7 0.5 —Acquisition Obligations . . . . . . . . . . . . . . . . . . . . (f) 2.0 2.0 — — —Wholesale Loan Purchase Obligations . . . . . . . . . (g) 1,200.0 400.0 800.0 — —Defined Contribution Pension Obligations . . . . . (h) 52.0 52.0 — — —Health and Welfare Benefits . . . . . . . . . . . . . . . . (i) — — — — —Postretirement Benefit Obligations . . . . . . . . . . . (i) — — — — —

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18,236.3 $11,727.9 $4,012.0 $1,378.3 $1,118.1

Notes:

(a) Certain retail certificates of deposit and other time deposits give customers rights to early withdrawal. Earlywithdrawals may be subject to penalties. The penalty amount depends on the remaining time to maturity at thetime of early withdrawal. Brokered certificates of deposits may be redeemed early upon the death or adjudicationof incompetency of the holder.

(b) See Note 13 in Notes to Consolidated Financial Statements for a description of the Corporation’s various short-term borrowings. Many short-term borrowings such as funds purchased and security repurchase agreements andcommercial paper are expected to be reissued and, therefore, do not necessarily represent an immediate need forcash.

(c) See Note 14 in Notes to Consolidated Financial Statements for a description of the Corporation’s various long-term borrowings.

(d) See Note 20 in Notes to Consolidated Financial Statements for a description of the Corporation’s foreignexchange activities. The Corporation generally matches commitments to deliver foreign currencies withobligations to purchase foreign currencies which minimizes the immediate need for cash.

(e) The Corporation also has purchase obligations for certain investments in investment funds. Under thoseobligations the Corporation could be required to invest an additional $15.2 million if the investment funds identifyand commit to invest in additional qualifying investments. The investment funds have limited lives and definedperiods for investing in new qualifying investments or providing additional funds to existing investments. As aresult, the timing and amount of the funding requirements for these obligations are uncertain and could expirewith no additional funding requirements.

(f) Does not include contingent consideration. See Note 4 in Notes to Consolidated Financial Statements.(g) Represents the minimum purchase obligation amount. The maximum is $3.0 billion or approximately $1.0 billion

per year. The actual purchase price will be determined at the time of purchase.(h) See Note 18 in Notes to Consolidated Financial Statements for a description of the Corporation’s defined

contribution program. The amount shown represents the unfunded contribution for the year ended December 31,2003.

(i) The health and welfare benefit plans are periodically funded throughout each plan year with participantcontributions and the Corporation’s portion of benefits expected to be paid. The liabilities for claims incurred butnot reported at December 31, 2003 were not significant.

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The Corporation has generally financed its growth through the retention of earnings and the issuance of debt. It isexpected that future growth can be financed through internal earnings retention, additional debt offerings, or theissuance of additional common or preferred stock or other capital instruments.

OFF-BALANCE SHEET ARRANGEMENTS

The term off-balance sheet arrangement describes the means through which companies typically structure off-balance sheet transactions or otherwise incur risks of loss that are not fully transparent to investors or other users offinancial information. For example, in many cases, in order to facilitate transfer of assets or otherwise finance theactivities of an unconsolidated entity, a company may be required to provide financial support designed to reduce therisks to the entity or other third parties. That financial support may take many different forms such as financialguarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose thecompany to continuing risks or contingent liabilities regardless of whether or not they are recorded on the balancesheet.

Certain guarantees may be a source of potential risk to future liquidity, capital resources and results of operations.Guarantees may be in the form of contracts that contingently require the guarantor to make payments to the guaranteedparty based on: (1) changes in an underlying instrument or variable such as a financial standby letter of credit; (2)failure to perform under an obligating agreement such as a performance standby letter of credit; and (3)indemnification agreements that require the indemnifying party to make payments to the indemnified party based onchanges in an underlying instrument or variable that is related to an asset, a liability or an equity security of theindemnified party, such as an adverse judgment in a lawsuit. The Corporation, for a fee, regularly enters into standbyletters of credit transactions and provides certain indemnifications against loss in conjunction with software sales,merchant credit card processing and securities lending activities which are described in detail in Notes 19 and 24 inNotes to Consolidated Financial Statements.

Companies may structure and facilitate off-balance sheet arrangements by retaining an interest in assetstransferred to an unconsolidated entity. Such interests may be in the form of a subordinated retained interest in a poolof receivables transferred to an unconsolidated entity, cash collateral accounts, recourse obligations or other forms ofcredit, liquidity, or market risk support. These subordinated interests protect the senior interests in the unconsolidatedentity in the event a portion of the underlying transferred assets becomes uncollectible or there are insufficient funds torepay senior interest obligations. The Corporation uses such arrangements primarily in conjunction with its indirectautomobile lending activities which are described in detail in Note 9 in Notes to Consolidated Financial Statements andin the discussion of critical accounting policies which follows this discussion.

At December 31, 2003, the Corporation was not involved in any derivative financial instruments that wereindexed to its common stock or classified in shareholders’ equity under generally accepted accounting principles.

Also at December 31, 2003, the Corporation did not hold any material variable interests in entities that provide itliquidity, market risk or credit risk support, or engage in leasing, hedging or research and development services withthe Corporation. As described in Notes 2 and 14 in Notes to Consolidated Financial Statements, the Corporation holdsall of the common interest in M&I Capital Trust A which issued cumulative preferred capital securities which aresupported by junior subordinated deferrable interest debentures and a full guarantee issued by the Corporation. As aresult of adopting FIN 46R, the Corporation deconsolidated M&I Capital Trust A at December 31, 2003.

Based on the off-balance sheet arrangements with which it is presently involved, the Corporation does not believethat such off-balance sheet arrangements either have, or are reasonably likely to have, a material impact to its currentor future financial condition, results of operations, liquidity or capital.

CRITICAL ACCOUNTING POLICIES

The Corporation has established various accounting policies which govern the application of accounting principlesgenerally accepted in the United States in the preparation of the Corporation’s consolidated financial statements. Thesignificant accounting policies of the Corporation are described in the footnotes to the consolidated financial

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statements contained herein and updated as necessary in its Quarterly Reports on Form 10-Q. Certain accountingpolicies involve significant judgments and assumptions by management that may have a material impact on thecarrying value of certain assets and liabilities. Management considers such accounting policies to be critical accountingpolicies. The judgments and assumptions used by management are based on historical experience and other factors,which are believed to be reasonable under the circumstances. Because of the nature of judgments and assumptionsmade by management, actual results could differ from these judgments and estimates which could have a materialimpact on the carrying values of assets and liabilities and the results of the operations of the Corporation. Managementconsiders the following to be those accounting policies that require significant judgments and assumptions:

Allowance for Loan and Lease Losses

The allowance for loan and lease losses represents management’s estimate of probable losses inherent in theCorporation’s loan and lease portfolio. Management evaluates the allowance each quarter to determine that it isadequate to absorb these inherent losses. This evaluation is supported by a methodology that identifies estimated lossesbased on assessments of individual problem loans and historical loss patterns of homogeneous loan pools. In addition,environmental factors, including economic conditions and regulatory guidance, unique to each measurement date arealso considered. This reserving methodology has the following components:

Specific Reserve. The Corporation’s internal risk rating system is used to identify loans and leases rated“Classified” as defined by regulatory agencies. In general, these loans have been internally identified as creditsrequiring management’s attention due to underlying problems in the borrower’s business or collateral concerns.Subject to a minimum size, a quarterly review of these loans is performed to identify the specific reservenecessary to be allocated to each of these loans. This analysis considers expected future cash flows, the value ofcollateral and also other factors that may impact the borrower’s ability to make payments when due. Included inthis group are those nonaccrual or renegotiated loans that meet the criteria as being “impaired” under thedefinition in SFAS 114. A loan is impaired when, based on current information and events, it is probable that acreditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Forimpaired loans, impairment is measured using one of three alternatives: (1) the present value of expected futurecash flows discounted at the loan’s effective interest rate; (2) the loan’s observable market price, if available; or(3) the fair value of the collateral for collateral dependent loans and loans for which foreclosure is deemed to beprobable.

Collective Loan Impairment. This component of the allowance for loan and lease losses is comprised of twoelements. First, the Corporation makes a significant number of loans and leases, which due to their underlyingsimilar characteristics, are assessed for loss as homogeneous pools. Included in the homogeneous pools are loansand leases from the retail sector and commercial loans under a certain size, which have been excluded from thespecific reserve allocation previously discussed. The Corporation segments the pools by type of loan or lease and,using historical loss information, estimates a loss reserve for each pool.

The second element reflects management’s recognition of the uncertainty and imprecision underlying the processof estimating losses. Based on management’s judgment, reserves are allocated to industry segments or producttypes due to environmental conditions unique to the measurement period. Consideration is given to both internaland external environmental factors such as economic conditions in certain geographic or industry segments of theportfolio, economic trends in the retail lending sector, risk profile, and portfolio composition. Reserves areallocated using estimates of loss exposure that management has identified based on these economic trends orconditions. The internal risk rating system is then used to identify those loans within these industry segments thatbased on financial, payment or collateral performance, warrant closer ongoing monitoring by management. Thespecific loans mentioned earlier are excluded from this analysis.

The following factors were taken into consideration in determining the adequacy of the allowance for loans andlease losses at December 31, 2003:

In general, the Corporation’s borrowing customers appear to be successfully managing their businesses throughthe slower economic conditions. While there appear to be some signs of improvement in the economy and theCorporation’s customer base is beginning to see some signs of increased business activity, the customers remaincautious of there being any substantive increase in revenues until later in 2004. As a result, the recession’s lagging

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impact will probably continue to affect the operating performance of M&I’s customers in the near term.Management continues to be concerned that the long term impact of the recent recession may still provide someunanticipated results within the loan and lease portfolio.

At December 31, 2003, special reserves continue to be carried for exposures to manufacturing, healthcare,production agriculture (including dairy and cropping operations), truck transportation, and the airline and travelindustries. The majority of the commercial charge-offs incurred during the past two years were in these industrysegments. While most loans in these categories are still performing, the Corporation continues to believe thesesectors have been more adversely affected by the economic slowdown. Reduced revenues causing a decliningutilization of the industry’s capacity levels have impacted manufacturing. As a result, collateral values and theamounts realized through the sale or liquidation of manufacturing plant and equipment have declined accordingly.

During the fourth quarter of 2003, the Corporation’s commitments to Shared National Credits were approximately$2.2 billion with usage averaging around 41%. Many of these borrowers are in industries impacted by the recentmonths’ economic climate. In addition, many of the Corporation’s largest charge-offs have come from the SharedNational Credit portfolio. Approximately $3.1 million of the net charge-offs in 2003 relate to Shared NationalCredits. Although these factors result in an increased risk profile, as of December 31, 2003, shared national creditnonperforming loans were approximately 0.08% and 0.20% of this segment’s total commitments andoutstandings, respectively. The Corporation’s exposure to Shared National Credits is monitored closely given theeconomic uncertainty as well as this segment’s loss experience.

The Corporation’s primary lending areas are Wisconsin, Arizona, Minnesota and Missouri. The acquisitions inMinnesota and Missouri continue to represent relatively new geographic regions for the Corporation. Each ofthese regions has cultural and environmental factors that are unique to them. The uncertainty regarding theinherent losses in their respective loan portfolios continue to present increased risks which have been mitigated bythe implementation of the Corporation’s credit underwriting and monitoring processes.

At December 31, 2003, nonperforming loans and leases amounted to $172.8 million or 0.69% of consolidatedloans and leases compared to $194.5 million or 0.81% of consolidated loans and leases at December 31, 2002 and$173.8 million or 0.90% of consolidated loans and leases at December 31, 2001. Nonperforming loans and leasesdecreased $21.7 million or 11.2% at year-end 2003 compared to the end of 2002. The net decrease was primarilydue to reductions and positive resolutions in several portfolio segments and across most loan types except for thecommercial leasing portfolio which was adversely affected by one larger lease placed on nonaccrual in the fourthquarter of 2003. Average nonperforming loans and leases in 2003 declined $22.1 million in the third quartercompared to the second quarter and declined $14.4 million in the fourth quarter compared to the third quarter afterremaining at consistent levels between the first and second quarters of 2003. The recent declines represent ageneral improvement in various segments of the loan portfolio. As stated in previous quarters, some of theCorporation’s largest nonperforming loans are in industries that have undergone well-publicized declines duringthe recent recession. Among those industries affected are construction and related, technology, airline, trucking,agriculture, manufacturing and healthcare.

Net charge-offs amounted to $51.8 million or 0.21% of average loans and leases in 2003 compared with $44.0million or 0.21% of average loans and leases in 2002 and $40.2 million or 0.22% of average loans and leases in2001. Included in net charge-offs for 2003 was a $19.0 million charge-off related to the carrying value of leaseobligations for airplanes leased to Midwest Airlines, Inc. that occurred in the first quarter.

At the present time, there is no specific industry that is of immediate concern; however, the Corporation believesthat the recession’s lagging impact and the long term impact of the recent recession could continue to negativelyaffect the markets and communities that it serves in the near term. Nonperforming loans have remained in the 80-90 basis point range over the prior two years. There continues to be some risk of nonperforming loans increasing.However, given the recent general improvement in various segments of the portfolio, management anticipates thatnonperforming loans and leases as a percent of total loans and leases will be in the 70-85 basis point range in thenear term.

During the past three-year period, net charge-offs have remained in a narrow range of approximately 20 basispoints which is somewhat higher than historical levels. The Corporation anticipates net charge-offs will be in the15-20 basis point range in the near term.

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Charge-offs for 2004 will continue to be affected by the factors previously discussed. The Corporation estimatesnet charge-offs in 2004 will range between $17 million and $22 million for commercial loans, $15 million and$19 million for real estate loans, $7 million and $9 million for personal loans and $2 million and $3 million forlease financing receivables. Negative economic events, adverse developments in industry segments within theportfolio or deterioration of a large loan or loans could have significant adverse impacts on the actual loss levels.At the present time, there are no other known specific issues, industries of concern or material loans believed to bein imminent danger of deteriorating or defaulting which would give rise to a large near-term charge-off.

Based on the above loss estimates, management determines its best estimate of the required allowance for loansand leases. Management’s evaluation of the factors described above resulted in an allowance for loan and lease lossesof $349.6 million or 1.39% of loans and leases outstanding at December 31, 2003. The allowance for loan and leaselosses was $338.4 million or 1.42% of loans and leases outstanding at December 31, 2002. The resulting provisions forloan and lease losses are the amounts required to establish the allowance for loan and lease losses at the required levelafter considering charge-offs and recoveries. Management recognizes there are significant estimates in the process andthe ultimate losses could be significantly different from those currently estimated.

The Corporation has not substantively changed any aspect to its overall approach in the determination of theallowance for loan and lease losses. There have been no material changes in assumptions or estimation techniques ascompared to prior periods that impacted the determination of the current period allowance.

Capitalized Software and Conversion Costs

Direct costs associated with the production of computer software that will be licensed externally or used in aservice bureau environment are capitalized. Capitalization of such costs is subject to strict accounting policy criteria,although the appropriate time to initiate capitalization requires management judgment. Once the specific capitalizedproject is put into production, the software cost is amortized over its estimated useful life, generally four years. Eachquarter, the Corporation performs net realizable value tests to ensure the assets are recoverable. Such tests requiremanagement judgment as to the future sales and profitability of a particular product which involves, in some cases,multi-year projections. Technology changes and changes in customer requirements can have a significant impact on therecoverability of these assets and can be difficult to predict. Should significant adverse changes occur, estimates ofuseful life may have to be revised or write-offs would be required to recognize impairment. For the years endedDecember 31, 2003 and 2002, the amount of software costs capitalized amounted to $54.1 million and $56.0 million,respectively. Amortization expense of software costs amounted to $43.8 million and $35.6 million for the years endedDecember 31, 2003 and 2002, respectively.

As a result of a change in product strategies, Metavante determined that certain purchased and internallydeveloped software will no longer be used and such software was written off in 2003. Total capitalized software costswritten off as a result of these decisions amounted to $22.8 million and is included in other noninterest expense in2003.

Direct costs associated with customer system conversions to the data processing operations are capitalized andamortized on a straight-line basis over the terms, generally five to seven years, of the related servicing contracts.

Capitalization only occurs when management is satisfied that such costs are recoverable through future operationsor penalties (buyout fees) in case of early termination. For the years ended December 31, 2003 and 2002, the amount ofconversion costs capitalized amounted to $11.7 million and $10.6 million, respectively. Amortization expense ofconversion costs amounted to $17.0 million and $17.9 million for the years ended December 31, 2003 and 2002,respectively.

Net unamortized costs, which are included in Accrued Interest and Other Assets in the Consolidated BalanceSheets, at December 31, were ($ in millions):

2003 2002

Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . $133.6 $138.5Conversions . . . . . . . . . . . . . . . . . . . . . . . . . 30.7 35.9

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $164.3 $174.4

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The Corporation has not substantively changed any aspect to its overall approach in the determination of theamount of costs that are capitalized for software development or conversion activities. There have been no materialchanges in assumptions or estimation techniques as compared to prior periods that impacted the determination of theperiodic amortization of such costs.

Financial Asset Sales and Securitizations

The Corporation utilizes certain financing arrangements to meet its balance sheet management, funding, liquidity,and market or credit risk management needs. The majority of these activities are basic term or revolving securitizationvehicles. These vehicles are generally funded through term-amortizing debt structures or with short-term commercialpaper designed to be paid off based on the underlying cash flows of the assets securitized. These financing entities arecontractually limited to a narrow range of activities that facilitate the transfer of or access to various types of assets orfinancial instruments. In certain situations, the Corporation provides liquidity and/or loss protection agreements. Indetermining whether the financing entity should be consolidated, the Corporation considers whether the entity is aqualifying special-purpose entity (“QSPE”) as defined in Statement of Financial Accounting Standards (“SFAS”) No.140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. For non-consolidation, a QSPE must be demonstrably distinct, have significantly limited permitted activities, hold assets thatare restricted to transferred financial assets and related assets, and can sell or dispose of non-cash financial assets onlyin response to specified conditions.

In December 2003, the Corporation adopted Financial Accounting Standards Board issued Interpretation No. 46(“FIN 46R”), Consolidation of Variable Interest Entities (revised December 2003). This interpretation addressesconsolidation by business enterprises of variable interest entities. Under current practice, entities generally have beenincluded in consolidated financial statements because they are controlled through voting interests. This interpretationexplains how to identify variable interest entities and how an entity assesses its interests in a variable interest entity todecide whether to consolidate that entity. FIN 46R requires existing unconsolidated variable interest entities to beconsolidated by their primary beneficiaries if the entities do not effectively disperse risks among parties involved.Variable interest entities that effectively disperse risks will not be consolidated unless a single party holds an interest orcombination of interests that effectively recombines risks that were previously dispersed. Transferors to QSPEs and“grandfathered” QSPEs subject to the reporting requirements of SFAS 140 are outside the scope of FIN 46R and do notconsolidate those entities. FIN 46R also requires certain disclosures by the primary beneficiary of a variable interestentity or an entity that holds a significant variable interest in a variable interest entity.

With respect to the Corporation’s securitization activities, the adoption of FIN 46R did not have an impact on itsconsolidated financial statements because its transfers are generally to QSPEs.

The Corporation sells financial assets in a two-step process that results in a surrender of control over the assets asevidenced by true-sale opinions from legal counsel, to unconsolidated entities that securitize the assets. TheCorporation retains interests in the securitized assets in the form of interest-only strips and a cash reserve account. Gainor loss on sale of the assets depends in part on the carrying amount assigned to the assets sold allocated between theasset sold and retained interests based on their relative fair values at the date of transfer. The value of the retainedinterests is based on the present value of expected cash flows estimated using management’s best estimates of the keyassumptions—credit losses, prepayment speeds, forward yield curves and discount rates commensurate with the risksinvolved. Actual results can differ from expected results.

The Corporation reviews the carrying values of the retained interests monthly to determine if there is a decline invalue that is other than temporary and periodically reviews the propriety of the assumptions used based on currenthistorical experience as well as the sensitivities of the carrying value of the retained interests to adverse changes in thekey assumptions. The Corporation believes that its estimates result in a reasonable carrying value of the retainedinterests.

During 2003 and 2002, the Corporation recognized impairment losses of $4.1 million and $1.5 million,respectively, which is included in net investment securities gains (losses) in the Consolidated Statements of Income.The impairment was a result of the differences between actual prepayments and credit losses experienced compared to

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the expected prepayments and credit losses used in measuring the initial retained interests. The impairments on theretained interests, held in the form of interest-only strips, were deemed to be other than temporary.

The Corporation regularly sells automobile loans to an unconsolidated multi-seller special purpose entitycommercial paper conduit in securitization transactions in which servicing responsibilities and subordinated interestsare retained. The outstanding balances of automobile loans sold in these securitization transactions were $1,050.4million and $713.8 million at December 31, 2003 and 2002, respectively. At December 31, 2003 and 2002, the carryingamount of retained interests amounted to $42.0 million and $43.1 million, respectively.

The Corporation also sells, from time to time, debt securities classified as available for sale that are highly rated toan unconsolidated bankruptcy remote QSPE whose activities are limited to issuing highly rated asset-backedcommercial paper with maturities up to 180 days which is used to finance the purchase of the investment securities.The Bank provides liquidity back-up in the form of Liquidity Purchase Agreements. In addition, the Bank acts ascounterparty to interest rate swaps that enable the QSPE to hedge its interest rate risk. Such swaps are designated asfree-standing derivative financial instruments in the Corporation’s Consolidated Balance Sheet.

Under the terms of the Administration Agreement, the Bank, as administrator of the QSPE, is required to sellinterests in the securities funded by the QSPE to the Bank, as the liquidity purchaser under the liquidity agreements, ifat any time (after giving effect to any issuance of new commercial paper notes and the receipt of payments under anyswap agreement) the QSPE has insufficient funds to repay any maturing commercial paper note and the Bank, asliquidity agent, has received a notice of such deficiency. The Bank, as the liquidity provider, will be obligated topurchase interests in such securities under the terms of the liquidity agreement to repay the maturing commercial papernotes unless (i) after giving effect to such purchase, the aggregate of securities purchased under the relevant liquidityagreement would exceed the aggregate maximum liquidity purchase amount under such liquidity agreement or (ii)certain bankruptcy events with respect to the QSPE have occurred; provided that the Bank is not required to purchaseany defaulted security. For this purpose, a defaulted security is any security that is rated below “Caa2” by Moody’s andbelow “CCC” by Standard & Poor’s. To date, the Bank has never acquired interests in any securities under the terms ofthe liquidity agreements.

A subsidiary of the Bank has entered into interest rate swaps with the QSPE designed to counteract the interestrate risk associated with third party beneficial interest (commercial paper) and the transferred assets. The beneficialinterests in the form of commercial paper have been issued by the QSPE to parties other than the Bank and itssubsidiary or any other affiliates. The notional amounts do not exceed the amount of beneficial interests. The swapagreements do not provide the QSPE or its administrative agent any decision-making authority other than thosespecified in the standard ISDA Master Agreement.

At December 31, 2003, highly rated investment securities in the amount of $204.9 million were outstanding in theQSPE to support the outstanding commercial paper.

Income Taxes

Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets andliabilities are recognized for the future tax consequences attributable to differences between the financial statementcarrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities aremeasured using enacted tax rates expected to apply to taxable income in the years in which those temporary differencesare expected to be recovered or settled. The effect on tax assets and liabilities of a change in tax rates is recognized inthe income statement in the period that includes the enactment date.

The determination of current and deferred income taxes is based on complex analyses of many factors, includinginterpretation of Federal and state income tax laws, the difference between tax and financial reporting basis of assetsand liabilities (temporary differences), estimates of amounts currently due or owed, such as the timing of reversals oftemporary differences and current accounting standards. The Federal and state taxing authorities who makeassessments based on their determination of tax laws periodically review the Corporation’s interpretation of Federaland state income tax laws. Tax liabilities could differ significantly from the estimates and interpretations used indetermining the current and deferred income tax liabilities based on the completion of taxing authority examinations.

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During 2003, several income tax audits covering multiple tax jurisdictions were resolved which positively affectedthe banking segment by $28.6 million and Metavante by $10.7 million and resulted in a lower provision for incometaxes in the Consolidated Statements of Income for the year ended December 31, 2003.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk arises from exposure to changes in interest rates, exchange rates, commodity prices, and otherrelevant market rate or price risk. The Corporation faces market risk through trading and other than trading activities.While market risk that arises from trading activities in the form of foreign exchange and interest rate risk is immaterialto the Corporation, market risk from other than trading activities in the form of interest rate risk is measured andmanaged through a number of methods.

Interest Rate Risk

The Corporation uses financial modeling techniques to identify potential changes in income under a variety ofpossible interest rate scenarios. Financial institutions, by their nature, bear interest rate and liquidity risk as a necessarypart of the business of managing financial assets and liabilities. The Corporation has designed strategies to limit theserisks within prudent parameters and identify appropriate risk/reward tradeoffs in the financial structure of the balancesheet.

The financial models identify the specific cash flows, repricing timing and embedded option characteristics of theassets and liabilities held by the Corporation. Policies are in place to assure that neither earnings nor fair value at riskexceed appropriate limits. The use of a limited array of derivative financial instruments has allowed the Corporation toachieve the desired balance sheet repricing structure while simultaneously meeting the desired objectives of both itsborrowing and depositing customers.

The models used include measures of the expected repricing characteristics of administered rate (NOW, savingsand money market accounts) and non-rate related products (demand deposit accounts, other assets and other liabilities).These measures recognize the relative insensitivity of these accounts to changes in market interest rates, asdemonstrated through current and historical experiences. However, during the second quarter of 2003, the Corporationincreased the proportion of these accounts modeled as rate sensitive, in order to recognize the instability of some of therecent balance growth in these accounts. This modeling treatment will be maintained until the incremental balances canbe observed across a more complete interest rate cycle. In addition to contractual payment information for most otherassets and liabilities, the models also include estimates of expected prepayment characteristics for those items that arelikely to materially change their payment structures in different rate environments, including residential mortgageproducts, certain commercial and commercial real estate loans and certain mortgage-related securities. Estimates forthese sensitivities are based on industry assessments and are substantially driven by the differential between thecontractual coupon of the item and current market rates for similar products.

This information is incorporated into a model that allows the projection of future income levels in severaldifferent interest rate environments. Earnings at risk are calculated by modeling income in an environment where ratesremain constant, and comparing this result to income in a different rate environment, and then dividing this differenceby the Corporation’s budgeted operating income before taxes for the calendar year. Since future interest rate moves aredifficult to predict, the following table presents two potential scenarios—a gradual increase of 100bp across the entireyield curve over the course of the year (+25bp per quarter), and a gradual decrease of 100bp across the entire yieldcurve over the course of the year (-25bp per quarter) for the balance sheet as of December 31, 2003:

Hypothetical Change In Interest RatesImpact to 2004Pretax Income

100 basis point gradual rise in rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.6%)100 basis point gradual decline in rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1.8%)

These results are based solely on the modeled parallel changes in market rates, and do not reflect the earningssensitivity that may arise from other factors such as changes in the shape of the yield curve and changes in spreadbetween key market rates. These results also do not include any management action to mitigate potential income

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variances within the simulation process. Such action could potentially include, but would not be limited to, adjustmentsto the repricing characteristics of any on- or off-balance sheet item with regard to short-term rate projections andcurrent market value assessments.

Actual results will differ from simulated results due to the timing, magnitude, and frequency of interest ratechanges as well as changes in market conditions and management strategies.

Another component of interest rate risk is measuring the fair value at risk for a given change in market interestrates. The Corporation also uses computer modeling techniques to determine the present value of all asset and liabilitycash flows (both on- and off-balance sheet), adjusted for prepayment expectations, using a market discount rate. Thenet change in the present value of the asset and liability cash flows in different market rate environments is the amountof fair value at risk from those rate movements. As of December 31, 2003 the fair value of equity at risk for a gradual100bp shift in rates was less than 2.0% of the market value of the Corporation.

Equity Risk

In addition to interest rate risk, the Corporation incurs market risk in the form of equity risk. M&I’s CapitalMarkets Group invests in private, medium-sized companies to help establish new businesses or recapitalize existingones. Exposure to the change in equity values for the companies that are held in their portfolio exists. However, fairvalues are difficult to determine until an actual sale or liquidation transaction actually occurs.

At December 31, 2003 M&I Trust Services administered $66.9 billion in assets and directly managed $15.7billion in assets. Exposure exists to changes in equity values due to the fact that fee income is partially based on equitybalances. While this exposure is present, quantification remains difficult due to the number of other variables affectingfee income. Interest rate changes can also have an effect on fee income for the above stated reasons.

FORWARD-LOOKING STATEMENTS

Statements made in this Annual Report that are not statements of historical fact are forward-looking statements.Forward-looking statements are subject to significant risks and uncertainties, and M&I’s actual results may differmaterially from the results discussed in such forward-looking statements. These statements speak of M&I’s plans,goals, beliefs or expectations, refer to estimates or use similar terms. The information under the heading “Forward-Looking Statements” in M&I’s Annual Report on Form 10-K for the year ended December 31, 2003, whichinformation is incorporated herein by reference, provides cautionary statements identifying important factors that couldcause M&I’s actual results to differ materially from those contained in the forward-looking statements. All forward-looking statements contained in this Annual Report are based upon information available at the time the statement ismade and M&I assumes no obligation to update any forward-looking statement.

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CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA FOR YEARS ENDED

DECEMBER 31, 2003, 2002, AND 2001

Consolidated Balance SheetsDecember 31 ($000’s except share data)

2003 2002

AssetsCash and Cash Equivalents:

Cash and Due from Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 810,088 $ 1,012,090Federal Funds Sold and Security Resale Agreements . . . . . . . . . . . . . . . . . . . . . . . . . 44,076 30,117Money Market Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,462 104,325

Total Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 911,626 1,146,532Investment Securities:

Trading Securities, at Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,197 21,252Interest Bearing Deposits at Other Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,551 93,851Available for Sale, at Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,786,446 4,266,372Held to Maturity, Market Value $873,949 ($993,937 in 2002) . . . . . . . . . . . . . . . . . . 820,886 942,819

Total Investment Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,669,080 5,324,294Mortgage Loans Held for Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,623 311,077Loans and Leases:

Loans and Leases, Net of Unearned Income of $88,039 ($124,793 in 2002) . . . . . . . 25,150,317 23,597,769Less: Allowance for Loan and Lease Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 349,561 338,409

Net Loans and Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,800,756 23,259,360Premises and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 438,485 442,395Goodwill and Other Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,104,552 1,088,804Accrued Interest and Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,413,521 1,302,180

Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $34,372,643 $32,874,642

Liabilities and Shareholders’ EquityDeposits:

Noninterest Bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,715,283 $ 4,461,880Interest Bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,554,822 15,931,826

Total Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,270,105 20,393,706Short-term Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,933,001 6,093,367Accrued Expenses and Other Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,106,221 1,067,120Long-term Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,734,623 2,283,781

Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,043,950 29,837,974Shareholders’ Equity:

Series A Convertible Preferred Stock, $1.00 par value, 2,000,000 SharesAuthorized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

Common Stock, $1.00 par value, 320,000,000 Shares Authorized; 240,832,522Shares Issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240,833 240,833

Additional Paid-in Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 564,269 569,162Retained Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,061,246 2,675,148Accumulated Other Comprehensive Income, Net of Related Taxes . . . . . . . . . . . . . . 2,694 (44,427)Less: Treasury Stock, at Cost, 17,606,489 Shares (14,599,565 in 2002) . . . . . . . . . . . 513,562 381,878

Deferred Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,787 22,170

Total Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,328,693 3,036,668

Total Liabilities and Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $34,372,643 $32,874,642

The accompanying notes are an integral part of the Consolidated Financial Statements.

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Consolidated Statements of IncomeYears ended December 31 ($000’s except share data)

2003 2002 2001

Interest IncomeLoans and Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,304,060 $1,297,166 $1,358,802Investment Securities:

Taxable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165,075 198,037 270,336Exempt from Federal Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,968 60,637 62,273

Trading Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 258 328 884Short-term Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,559 11,168 16,812

Total Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,529,920 1,567,336 1,709,107

Interest ExpenseDeposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 228,216 283,385 566,899Short-term Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,070 150,310 188,587Long-term Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163,348 127,343 110,842

Total Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 472,634 561,038 866,328

Net Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,057,286 1,006,298 842,779Provision for Loan and Lease Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,993 74,416 54,115

Net Interest Income After Provision for Loan and Lease Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 994,293 931,882 788,664

Other IncomeData Processing Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 657,827 601,500 559,816Item Processing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,814 39,078 47,638Trust Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126,759 120,586 120,827Service Charges on Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102,528 100,796 85,980Gains on Sale of Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,143 39,711 31,020Other Mortgage Banking Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,109 15,502 15,168Net Investment Securities Gains (Losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,572 (6,271) (6,759)Life Insurance Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,507 29,783 27,053Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163,542 142,003 120,507

Total Other Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,215,801 1,082,688 1,001,250

Other ExpenseSalaries and Employee Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 797,518 745,518 695,405Net Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67,626 74,706 71,322Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111,354 116,806 118,199Software Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,747 44,210 39,790Processing Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,295 39,316 40,058Supplies and Printing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,118 20,131 21,298Professional Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,429 38,441 34,189Shipping and Handling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,765 45,669 44,792Amortization of Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,785 25,134 36,904Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240,070 146,047 186,912

Total Other Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,451,707 1,295,978 1,288,869

Income Before Income Taxes and Cumulative Effect of Changes in Accounting Principles . . . . . . . . . . . . . 758,387 718,592 501,045Provision for Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 214,282 238,265 163,124

Income Before Cumulative Effect of Changes in Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . 544,105 480,327 337,921Cumulative Effect of Changes in Accounting Principles, Net of Income Taxes . . . . . . . . . . . . . . . . . . . . . . . — — (436)

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 544,105 $ 480,327 $ 337,485

Net Income Per Common ShareBasic:

Income Before Cumulative Effect of Changes in Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . $ 2.41 $ 2.24 $ 1.60Cumulative Effect of Changes in Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.41 $ 2.24 $ 1.60

Diluted:Income Before Cumulative Effect of Changes in Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . $ 2.38 $ 2.16 $ 1.55Cumulative Effect of Changes in Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.38 $ 2.16 $ 1.55


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Consolidated Statements of Cash FlowsYears ended December 31 ($000’s)

2003 2002 2001

Cash Flows From Operating Activities:Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 544,105 $ 480,327 $ 337,485Adjustments to Reconcile Net Income to Net Cash Provided by OperatingActivities:Depreciation and Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,085 91,050 61,894Provision for Loan and Lease Losses . . . . . . . . . . . . . . . . . . . . . . . . . . 62,993 74,416 54,115Gains on Sales of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (45,507) (75,147) (23,292)Proceeds from Sales of Trading Securities and Loans Held forSale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,637,141 7,079,263 5,412,432

Purchases of Trading Securities and Loans Held for Sale . . . . . . . . . . (11,240,640) (6,822,322) (5,549,128)Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (124,609) 110,225 (57,823)

Total Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 489,463 457,485 (101,802)

Net Cash Provided by Operating Activities . . . . . . . . . . . . . . . . . . . . . . . . . 1,033,568 937,812 235,683

Cash Flows From Investing Activities:Proceeds from Sales of Securities Available for Sale . . . . . . . . . . . . . 41,838 317,201 196,664Proceeds from Maturities of Securities Available for Sale . . . . . . . . . 2,840,754 2,181,391 1,818,294Proceeds from Maturities of Securities Held to Maturity . . . . . . . . . . . 122,856 144,296 79,040Purchases of Securities Available for Sale . . . . . . . . . . . . . . . . . . . . . . (3,449,841) (2,936,885) (282,481)Purchases of Securities Held to Maturity . . . . . . . . . . . . . . . . . . . . . . . (1,000) (631) (55)Net Increase in Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,857,480) (2,760,170) (695,130)Purchases of Assets to be Leased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (560,439) (182,874) (576,150)Principal Payments on Lease Receivables . . . . . . . . . . . . . . . . . . . . . . 766,708 456,124 761,164Purchases of Premises and Equipment, Net . . . . . . . . . . . . . . . . . . . . . (62,125) (52,611) (44,620)Acquisitions, Net of Cash and Cash Equivalents Acquired . . . . . . . . . (29,395) (153,443) (64,752)Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,002 8,878 16,664

Net Cash (Used in) Provided by Investing Activities . . . . . . . . . . . . . . . . . . (2,170,122) (2,978,724) 1,208,638

Cash Flows From Financing Activities:Net Increase (Decrease) in Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,886,561 1,370,143 (3,798,822)Proceeds from Issuance of Commercial Paper . . . . . . . . . . . . . . . . . . . 7,790,467 7,050,671 3,472,573Principal Payments on Commercial Paper . . . . . . . . . . . . . . . . . . . . . . (7,737,360) (7,069,509) (3,499,459)Net (Decrease) Increase in Other Short-term Borrowings . . . . . . . . . . (842,636) (765,214) 2,280,201Proceeds from Issuance of Long-term Borrowings . . . . . . . . . . . . . . . 1,278,629 1,888,623 1,487,373Payment of Long-term Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,164,025) (564,151) (319,839)Dividends Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (158,007) (136,955) (122,777)Purchases of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (201,044) (165,116) (267,438)Proceeds from the Issuance of Common Stock . . . . . . . . . . . . . . . . . . 49,063 15,187 23,630Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (691)

Net Cash Provided by (Used in) Financing Activities . . . . . . . . . . . . . . . . . 901,648 1,623,679 (745,249)

Net (Decrease) Increase in Cash and Cash Equivalents . . . . . . . . . . . . . . . . (234,906) (417,233) 699,072Cash and Cash Equivalents, Beginning of Year . . . . . . . . . . . . . . . . . . . . . . 1,146,532 1,563,765 864,693

Cash and Cash Equivalents, End of Year . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 911,626 $ 1,146,532 $ 1,563,765

Supplemental Cash Flow Information:Cash Paid During the Year for:

Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 500,698 $ 564,475 $ 972,354Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 297,143 216,026 148,864


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Consolidated Statements of Shareholders’ Equity($000’s except share data)

Compre-hensiveIncome

PreferredStock

CommonStock

AdditionalPaid-inCapital

RetainedEarnings

TreasuryCommonStock

DeferredCompen-sation

Accum-ulatedOtherCompre-hensiveIncome

Balance, December 31, 2000 . . . . . . . . . . . . . . . $336 $112,757 $452,212 $2,117,759 $(458,472) $(20,530) $38,127Comprehensive Income:

Net Income . . . . . . . . . . . . . . . . . . . . . . . . $337,485 — — — 337,485 — — —Unrealized Gains (Losses) on Securities:Arising During the Period Net of Taxesof $18,646 . . . . . . . . . . . . . . . . . . . . . 34,004 — — — — — — —

Reclassification for SecuritiesTransactions Included in Net IncomeNet of Taxes of $4,781 . . . . . . . . . . . (8,878) — — — — — — —

Total Unrealized Gains (Losses)on Securities . . . . . . . . . . . . . 25,126 — — — — — — 25,126

Net Gains (Losses) on DerivativesHedging Variability of Cash Flows:Transition Adjustment Net of Taxesof $5,483 . . . . . . . . . . . . . . . . . . . . (10,182)

Arising During the Period Net ofTaxes of $10,940 . . . . . . . . . . . . . . (20,317) — — — — — — —

Reclassification Adjustments ForHedging Activities Included in NetIncome Net of Taxes of $4,225 . . . . . 7,846 — — — — — — —

Net Gains (Losses) . . . . . . . . . . . . . . . . . . . (22,653) — — — — — — (22,653)

Other Comprehensive Income . . . . . . . . . . 2,473 — — — — — — —

Comprehensive Income . . . . . . . . . . . . . . . . . . . $339,958 — — — — — — —

Issuance of 4,544,209 Common Shares in the2001 Business Combination . . . . . . . . . . . . . — 4,545 263,110 — — — —

Issuance of 1,335,284 Treasury CommonShares Under Stock Option and RestrictedStock Plans . . . . . . . . . . . . . . . . . . . . . . . . . . — — (27,683) — 62,975 (2,206) —

Acquisition of 4,777,262 Common Shares . . . . — — (52) — (277,997) 160 —Dividends Declared on Preferred Stock—$12.97 Per Share . . . . . . . . . . . . . . . . . . . . . . — — — (4,363) — — —

Dividends Declared on Common Stock—$1.135 Per Share . . . . . . . . . . . . . . . . . . . . . . — — — (118,414) — — —

Net Change in Deferred Compensation . . . . . . . — — — — — 735 —Income Tax Benefit for Compensation Expensefor Tax Purposes in Excess of AmountsRecognized for Financial ReportingPurposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 13,334 — — — —

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (2,632) (691) — — —

Balance, December 31, 2001 . . . . . . . . . . . . . . . $336 $117,302 $698,289 $2,331,776 $(673,494) $(21,841) $40,600


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PreferredStock

CommonStock


RetainedEarnings

TreasuryCommonStock



Balance, December 31, 2001 . . . . . . . . . . . . . $ 336 $117,302 $ 698,289 $2,331,776 $(673,494) $(21,841) $ 40,600Comprehensive Income:

Net Income . . . . . . . . . . . . . . . . . . . . . . . $ 480,327 — — — 480,327 — — —Unrealized Gains (Losses) on Securities:Arising During the Period Net ofTaxes of $2,850 . . . . . . . . . . . . . . . . (5,265) — — — — — — —

Reclassification for SecuritiesTransactions Included in NetIncome Net of Taxes of $233 . . . . . (434) — — — — — — —

Total Unrealized Gains (Losses)on Securities . . . . . . . . . . . . (5,699) — — — — — — (5,699)

Net Gains (Losses) on DerivativesHedging Variability of Cash Flows:Arising During the Period Net ofTaxes of $64,325 . . . . . . . . . . . . . (119,462) — — — — — — —

Reclassification Adjustments ForHedging Activities Included in NetIncome Net of Taxes of $21,611 . . . 40,134 — — — — — — —

Net Gains (Losses) . . . . . . . . . . . . . . . . . (79,328) — — — — — — (79,328)

Other Comprehensive Income . . . . . . . . . (85,027) — — — — — — —

Comprehensive Income . . . . . . . . . . . . . . . . . . $ 395,300 — — — — — — —

Issuance of 11,365,723 Common andTreasury Common Shares in the 2002Business Combinations . . . . . . . . . . . . . . . . — 3,115 197,114 — 215,852 — —

2 for 1 Stock Split Effective in the Form of a100% Stock Dividend . . . . . . . . . . . . . . . . . — 120,416 (120,416) — — — —

Issuance of 7,688,456 Treasury CommonShares on Conversion of 336,370 PreferredShares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (336) — (200,717) — 201,053 — —

Issuance of 1,334,056 Treasury CommonShares Under Stock Option and RestrictedStock Plans . . . . . . . . . . . . . . . . . . . . . . . . . — — (10,523) — 34,463 (1,331) —

Acquisition of 5,167,660 Common Shares . . . — — (151) — (159,752) 479 —Dividends Declared on Preferred Stock—$14.29 Per Share . . . . . . . . . . . . . . . . . . . . . — — — (4,806) — — —

Dividends Declared on Common Stock—$0.625 Per Share . . . . . . . . . . . . . . . . . . . . . — — — (132,149) — — —

Net Change in Deferred Compensation . . . . . — — — — — 523 —Income Tax Benefit for CompensationExpense for Tax Purposes in Excess ofAmounts Recognized for FinancialReporting Purposes . . . . . . . . . . . . . . . . . . . — — 5,976 — — — —

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (410) — — — —

Balance, December 31, 2002 . . . . . . . . . . . . . $ — $240,833 $ 569,162 $2,675,148 $(381,878) $(22,170) $(44,427)


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PreferredStock

CommonStock


RetainedEarnings

TreasuryCommonStock



Balance, December 31, 2002 . . . . . . . . . . . . . . $— $240,883 $569,162 $2,675,148 $(381,878) $(22,170) $(44,427)Comprehensive Income:

Net Income . . . . . . . . . . . . . . . . . . . . . . . $544,105 — — — 544,105 — — —Unrealized Gains (Losses) on Securities:Arising During the Period Net ofTaxes of $6,489 . . . . . . . . . . . . . . . . (12,016) — — — — — — —

Reclassification for SecuritiesTransactions Included in NetIncome Net of Taxes of $2,008 . . . . (3,729) — — — — — — —

Total Unrealized Gains (Losses)on Securities . . . . . . . . . . . . . (15,745) — — — — — — (15,745)

Net Gains (Losses) on DerivativesHedging Variability of Cash Flows:Arising During the Period Net ofTaxes of $3,635 . . . . . . . . . . . . . . (6,748) — — — — — — —

Reclassification Adjustments ForHedging Activities Included in NetIncome Net of Taxes of $37,485 . . . 69,614 — — — — — — —

Net Gains (Losses) . . . . . . . . . . . . . . . . . . 62,866 — — — — — — 62,866

Other Comprehensive Income . . . . . . . . . 47,121 — — — — — — —

Comprehensive Income . . . . . . . . . . . . . . . . . . $591,226 — — — — — — —

Issuance of 2,989,875 Treasury CommonShares Under Stock Option and RestrictedStock Plans . . . . . . . . . . . . . . . . . . . . . . . . . — — (16,396) — 79,908 (5,589) —

Acquisition of 5,996,799 Common Shares . . . — — (112) — (211,592) 612 —Dividends Declared on Common Stock—$0.700 Per Share . . . . . . . . . . . . . . . . . . . . . — — — (158,007) — — —

Net Change in Deferred Compensation . . . . . . — — — — — 360 —Income Tax Benefit for CompensationExpense for Tax Purposes in Excess ofAmounts Recognized for FinancialReporting Purposes . . . . . . . . . . . . . . . . . . . — — 11,905 — — — —

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (290) — — — —

Balance, December 31, 2003 . . . . . . . . . . . . . . $— $240,883 $564,269 $3,061,246 $(513,562) $(26,787) $ 2,694


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Notes to Consolidated Financial Statements

December 31, 2003, 2002, and 2001 ($000’s except share data)

Marshall & Ilsley Corporation (“M&I” or the “Corporation”) is a bank holding company that provides diversifiedfinancial services to a wide variety of corporate, institutional, government and individual customers. M&I’s largestaffiliates and principal operations are in Wisconsin; however, it has activities in other markets, particularly in certainneighboring midwestern states, and in Arizona, Nevada and Florida. The Corporation’s principal activities consist ofbanking and data processing services. Banking services, lending and accepting deposits from retail and commercialcustomers are provided through its lead bank, M&I Marshall & Ilsley Bank, which is headquartered in Wisconsin, onefederally chartered thrift headquartered in Nevada, one state chartered bank headquartered in St. Louis, Missouri, andan asset-based lending subsidiary headquartered in Minneapolis, Minnesota. In addition to branches located throughoutWisconsin, banking services are provided in branches located throughout Arizona, the Minneapolis, Minnesota and St.Louis, Missouri metropolitan areas, Belleville, Illinois, Las Vegas, Nevada and Naples and Bonita Springs, Florida, aswell as on the Internet. Financial and data processing services and software sales are provided through theCorporation’s subsidiary Metavante Corporation (“Metavante”) and its nonbank subsidiaries primarily to financialinstitutions throughout the United States. Other financial services provided by M&I include: personal property leasefinancing to consumer and commercial customers; investment management and advisory services; commercial andresidential mortgage banking; venture capital and financial advisory services; trust services to residents of Wisconsin,Arizona, Minnesota, Missouri, Florida, North Carolina, Nevada and Illinois; and brokerage and insurance services.

1. Summary of Significant Accounting Policies

Estimates—The preparation of financial statements in conformity with accounting principles generally accepted inthe United States requires management to make estimates and assumptions that affect the reported amounts of assetsand liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reportedamounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.

Consolidation principles—The Consolidated Financial Statements include the accounts of the Corporation, itssubsidiaries that are wholly or majority owned and/or over which it exercises substantive control and significantvariable interest entities for which the Corporation has determined that, based on the variable interests it holds, it is theprimary beneficiary in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 46 (“FIN46R”), Consolidation of Variable Interest Entities an interpretation of Accounting Research Board (“ARB”) No. 51(revised December 2003). The primary beneficiary of a variable interest entity is the party that absorbs a majority of anentity’s expected losses, receives a majority of an entity’s expected residual returns, or both, as a result of holdingvariable interests. Variable interests are the ownership, contractual or other pecuniary interests in an entity. Investmentsin unconsolidated affiliates, in which the Corporation has 20 percent or more ownership interest and has the ability toexercise significant influence, but not substantive control, over the affiliates’ operating and financial policies, areaccounted for using the equity method of accounting, unless the investment has been determined to be temporary. Allsignificant intercompany balances and transactions are eliminated in consolidation.

The Corporation utilizes certain financing arrangements to meet its balance sheet management, funding, liquidity,and market or credit risk management needs. The majority of these activities are basic term or revolving securitizationfacilities. These facilities are generally funded through term-amortizing debt structures or with short-term commercialpaper designed to be paid off based on the underlying cash flows of the assets securitized. These financing entities arecontractually limited to a narrow range of activities that facilitate the transfer of or access to various types of assets orfinancial instruments. In certain situations, the Corporation provides liquidity and/or loss protection agreements. Indetermining whether the financing entity should be consolidated, the Corporation considers whether the entity is aqualifying special-purpose entity (“QSPE”) as defined in Statement of Financial Accounting Standards No. 140,Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. For non-consolidation, a QSPE must be demonstrably distinct, have significantly limited permitted activities, hold assets thatare restricted to transferred financial assets and related assets, and can sell or dispose of non-cash financial assets onlyin response to specified conditions.

Certain amounts in the 2002 and 2001 Consolidated Financial Statements have been reclassified to conform to the2003 presentation.

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Notes to Consolidated Financial Statements—(Continued)


Stock split—All per share data and certain other share information has been restated for the two-for-one split ofthe Corporation’s common stock in the form of a 100 percent stock dividend effective June 17, 2002.

Cash and cash equivalents—For purposes of the Consolidated Financial Statements, the Corporation defines cashand cash equivalents as short-term investments which have an original maturity of three months or less and are readilyconvertible into cash.

Securities—Securities, when purchased, are designated as Trading, Investment Securities Held to Maturity, orInvestment Securities Available for Sale and remain in that category until they are sold or mature. The specificidentification method is used in determining the cost of securities sold.

Trading Securities are carried at fair value, with adjustments to the carrying value reflected in the ConsolidatedStatements of Income. Investment Securities Held to Maturity are carried at cost, adjusted for amortization ofpremiums and accretion of discounts. The Corporation designates investment securities as held to maturity only whenit has the positive intent and ability to hold them to maturity. All other securities are classified as Investment SecuritiesAvailable for Sale and are carried at fair value with fair value adjustments net of the related income tax effects reportedas a separate component of Shareholders’ equity in the Consolidated Balance Sheets.

Mortgage loans held for sale—Loans held for sale are carried at the lower of cost or market, determined on anaggregate basis, based on outstanding firm commitments received for such loans or on current market prices unlesssuch loans have been designated as the hedged item in a hedging relationship.

Loans and leases—Interest on loans, other than direct financing leases, is recognized as income based on the loanprincipal outstanding during the period. Unearned income on financing leases is recognized over the lease term on abasis that results in an approximate level rate of return on the lease investment. Loans are generally placed onnonaccrual status when they are past due 90 days as to either interest or principal. When a loan is placed on nonaccrualstatus, previously accrued and uncollected interest is charged to interest income on loans. A nonaccrual loan may berestored to an accrual basis when interest and principal payments are brought current and collectibility of futurepayments is not in doubt.

The Corporation defers and amortizes fees and certain incremental direct costs, primarily salary and employeebenefit expenses, over the contractual term of the loan or lease as an adjustment to the yield. The unamortized net feesand costs are reported as part of the loan or lease balance outstanding.

The Corporation periodically reviews the residual values associated with its leasing portfolios. Declines inresidual values that are judged to be other than temporary are recognized as a loss resulting in a reduction in the netinvestment in the lease.

Loan servicing—Fees related to the servicing of mortgage loans are recorded as income when payments arereceived from mortgagors. Fees related to the servicing of other loans are recorded as income when earned. TheCorporation recognizes as separate assets rights to service loans when the loans are originated and sold with servicingretained, unless the contractual servicing fee is deemed to be adequate compensation. Since most residential loans havebeen sold with servicing released, loan servicing rights were not significant at December 31, 2003 or 2002.

Allowance for loan and lease losses—The allowance for loan and lease losses is maintained at a level believedadequate by management to absorb estimated probable losses in the loan and lease portfolio including loans that havebeen determined to be impaired. For impaired loans, impairment is measured using one of three alternatives: (1) thepresent value of expected future cash flows discounted at the loan’s effective interest rate; (2) the loan’s observablemarket price, if available; or (3) the fair value of the collateral for collateral dependent loans and loans for whichforeclosure is deemed to be probable. Management’s determination of the adequacy of the allowance is based on a

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continual review of the loan and lease portfolio, loan and lease loss experience, economic conditions, growth andcomposition of the portfolio, and other relevant factors. As a result of management’s continual review, the allowance isadjusted through provisions for loan and lease losses charged against income.

Financial asset sales—The Corporation sells financial assets, in a two-step process that results in a surrender ofcontrol over the assets as evidenced by true-sale opinions from legal counsel, to unconsolidated entities that securitizethe assets. The Corporation retains interests in the securitized assets in the form of interest-only strips and a cashreserve account. Gain or loss on sale of the assets depends in part on the carrying amount assigned to the assets soldallocated between the asset sold and retained interests based on their relative fair values at the date of transfer. Thevalue of the retained interests is based on the present value of expected cash flows estimated using management’s bestestimates of the key assumptions—credit losses, prepayment speeds, forward yield curves and discount ratescommensurate with the risks involved.

Premises and equipment—Land is recorded at cost. Premises and equipment are recorded at cost and depreciatedprincipally on the straight-line method with annual rates varying from 10 to 50 years for buildings and 3 to 10 years forequipment. Long-lived assets, which are considered impaired, are carried at fair value and long-lived assets to bedisposed of are carried at the lower of the carrying amount or fair value less cost to sell. Maintenance and repairs arecharged to expense and betterments are capitalized.

Other real estate owned—Other real estate owned consists primarily of assets that have been acquired insatisfaction of debts. Other real estate owned is recorded at fair value, less estimated selling costs, at the date oftransfer. Valuation adjustments required at the date of transfer for assets acquired in satisfaction of debts are charged tothe allowance for loan and lease losses. Subsequent to transfer, other real estate owned is carried at the lower of cost orfair value, less estimated selling costs, based upon periodic evaluations. Rental income from properties and gains onsales are included in other income, and property expenses, which include carrying costs, required valuation adjustmentsand losses on sales, are recorded in other expense. At December 31, 2003 and 2002, total other real estate amounted to$13,235 and $8,692, respectively.

Data processing services—Data processing and related revenues are recognized as services are performed basedon amounts billable under the contracts. Processing services performed that have not been billed to customers areaccrued. Revenue includes shipping and handling costs associated with such income producing activities.

Revenues attributable to the licensing of software are generally recognized upon delivery and performance ofcertain contractual obligations, provided that no significant vendor obligations remain and collection of the resultingreceivable is deemed probable. Service revenues from customer maintenance fees for ongoing customer support andproduct updates are recognized ratably over the term of the maintenance period. Service revenues from training andconsulting are recognized when the services are performed. Conversion revenues associated with the conversion ofcustomers’ processing systems to Metavante’s processing systems are deferred and amortized over the period of therelated processing contract, generally five years. Deferred revenues, which are included in Accrued Expenses andOther Liabilities in the Consolidated Balance Sheets, amounted to $48,620 and $48,601 at December 31, 2003 and2002, respectively.

Capitalized software and conversions—Direct costs associated with the production of computer software whichwill be licensed externally or used in a service bureau environment are capitalized and amortized on the straight-linemethod over the estimated economic life of the product, generally four years. Such capitalized costs are periodicallyevaluated for impairment and adjusted to net realizable value when impairment is indicated. Direct costs associatedwith customer system conversions to the data services operations are capitalized and amortized on the straight-linemethod over the terms of the related servicing contract. Routine maintenance of software products, design costs anddevelopment costs incurred prior to establishment of a product’s technological feasibility for software to be sold, areexpensed as incurred.

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Net unamortized costs, which are included in Accrued Interest and Other Assets in the Consolidated BalanceSheets, at December 31 were:

2003 2002

Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $133,602 $138,517Conversions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,678 35,901

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $164,280 $174,418

Amortization expense was $60,840, $53,507 and $43,643, for 2003, 2002 and 2001, respectively. As a result of ashift in product strategy, Metavante determined that certain internally developed software will no longer be used andwrote-off $21,236 of such software in 2003. There were no significant write-downs or impairment charges in 2002. In2001, as a result of Metavante’s 2001 acquisitions, $13,831 of existing software was replaced by the software obtainedin the acquisitions and was written-off. See Note 4, Business Combinations for a description of Metavante’sacquisitions in 2001.

Goodwill and other intangibles—Goodwill arising from business combinations consummated prior to June 30,2001 was amortized on the straight-line basis over periods ranging from 10 to 25 years and ceased to be amortized onJanuary 1, 2002 upon the adoption of Statement of Financial Accounting Standards No. 142 (“SFAS 142”), Goodwilland Other Intangible Assets. Goodwill arising from business combinations consummated after June 30, 2001 was notamortized. See Note 2.

The Corporation annually tests goodwill for impairment using a two-step process that begins with an estimation ofthe fair value of a reporting unit. For purposes of the test, the Corporation’s reporting units are the operating segmentsas defined in Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise andRelated Information. The first step is a screen for potential impairment and the second step measures the amount ofimpairment, if any. See Note 11.

Identifiable intangibles with a finite useful life are amortized over their useful lives and primarily consist of coredeposit intangibles and other identifiable intangibles arising from purchase acquisitions such as contract rights,tradenames or customer lists.

Identifiable intangibles that have been determined to have an indefinite useful life are not amortized but aresubject to periodic tests for impairment. At December 31, 2003, the Corporation did not have any identifiableintangibles that have been determined to have an indefinite useful life.

Derivative financial instruments—Derivative financial instruments, including certain derivative instrumentsembedded in other contracts, are carried in the Consolidated Balance Sheets as either an asset or liability measured atits fair value. The fair value of the Corporation’s derivative financial instruments is determined based on quoted marketprices for comparable transactions, if available, or a valuation model that calculates the present value of expectedfuture cash flows.

Changes in the fair value of derivative financial instruments are recognized currently in earnings unless specifichedge accounting criteria are met. For derivative financial instruments designated as hedging the exposure to changesin the fair value of a recognized asset or liability (fair value hedge), the gain or loss is recognized in earnings in theperiod of change together with the offsetting loss or gain on the hedged item attributable to the risk being hedged. Forderivative financial instruments designated as hedging the exposure to variable cash flows of a forecasted transaction(cash flow hedge), the effective portion of the derivative financial instrument’s gain or loss is initially reported as acomponent of accumulated other comprehensive income and is subsequently reclassified into earnings when theforecasted transaction affects earnings. The ineffective portion of the gain or loss is reported in earnings immediately.

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At inception of a hedge, the Corporation formally documents the hedging relationship as well as the Corporation’srisk management objective and strategy for undertaking the hedge, including identification of the hedging instrument,the hedged transaction, the nature of the risk being hedged, and how the hedging instrument’s effectiveness in hedgingthe exposure will be assessed.

The adjustment of the carrying amount of an interest bearing hedged asset or liability in a fair value hedge isamortized into earnings when the hedged item ceases to be adjusted for changes in its fair value attributable to the riskbeing hedged.

If a cash flow hedge is discontinued because it is probable that the original forecasted transaction will not occur,the net gain or loss in accumulated other comprehensive income is immediately reclassified into earnings. If the cashflow hedge is sold, terminated, expires or the designation of the cash flow hedge is removed, the net gain or loss inaccumulated other comprehensive income is reclassified into earnings in the same period or periods during which thehedged forecasted transaction affects earnings.

Cash flows from derivative financial instruments are reported in the Consolidated Statements of Cash Flows asoperating activities.

Foreign exchange contracts—Foreign exchange contracts include such commitments as foreign currency spot,forward, future and option contracts. Foreign exchange contracts and the premiums on options written or sold arecarried at market value with changes in market value included in other income.

Treasury stock—Treasury stock acquired is recorded at cost and is carried as a reduction of shareholders’ equity inthe Consolidated Balance Sheets. Treasury stock issued is valued based on average cost. The difference between theconsideration received upon issuance and the average cost is charged or credited to additional paid-in capital.

New accounting pronouncements—In April 2003, the Financial Accounting Standards Board (“FASB”) issuedStatement of Financial Accounting Standards No. 149 (“SFAS 149”), Amendment of Statement 133 on DerivativeInstruments and Hedging Activities. This Statement amends and clarifies financial accounting and reporting forderivatives instruments, including certain derivative instruments embedded in other contracts (collectively referred toas derivatives) and for hedging activities under FASB Statement No. 133 (“SFAS 133”), Accounting for DerivativeInstruments and Hedging Activities. The amendments to SFAS 133 fall principally into three categories: amendmentsrelated to SFAS 133 Implementation Issues that were previously cleared by the FASB during the DerivativesImplementation Group process, amendments clarifying the definition of a derivative and amendments relating to thedefinition of expected cash flows in FASB Concepts Statement No. 7, Using Cash Flow Information and PresentValue in Accounting Measurement. SFAS 149 is effective for contracts entered into or modified after June 30, 2003.The provisions of SFAS 149 that related to SFAS 133 Implementation Issues that have been effective for fiscalquarters that began prior to June 15, 2003, continue to be applied in accordance with their respective effective dates. Inaddition, those provisions of SFAS 149, which relate to forward purchases or sales of when-issued securities or othersecurities that do not yet exist, are applied to both existing contracts and new contracts entered into after June 30, 2003.The adoption of SFAS 149 did not materially impact the Corporation’s accounting for derivatives and hedgingactivities.

In May 2003, the FASB issued FASB Statement No. 150 (“SFAS 150”), Accounting for Certain FinancialInstruments with Characteristics of both Liabilities and Equity. This Statement prescribes how an issuer classifiesand measures certain financial instruments. Financial instruments within the scope of SFAS 150 are required to beclassified as liabilities (or assets in some circumstances). Many of those instruments were previously classified asequity. Examples of financial instruments that are within the scope of SFAS 150 include: mandatorily redeemableequity shares, forward purchase contracts or written put options on the issuer’s equity shares that are to be physicallysettled or net cash settled and payables that can be settled with a variable number of the issuer’s equity shares. SFAS150 does not apply to features that are embedded in a financial instrument that is not a derivative in its entirety.

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Financial instruments that are not within the scope of SFAS 150 include: convertible debt, puttable stock or otheroutstanding shares that are conditionally redeemable. SFAS 150 was effective for financial instruments entered into ormodified after May 31, 2003, and otherwise was effective for the Corporation July 1, 2003. The adoption of SFAS 150did not have a material impact on the Corporation.

In December 2003, the Accounting Standards Executive Committee issued Statement of Position 03-3 (“SOP 03-3”), Accounting for Certain Loans or Debt Securities Acquired in a Transfer. SOP 03-3 addresses accounting fordifferences between contractual cash flows and cash flows expected to be collected from an investor’s initialinvestment in loans or debt securities acquired in a transfer if those differences are attributable, at least in part, to creditquality. It includes loans or debt securities acquired individually, in a pool or group or in a purchase businesscombination. SOP 03-3 does not apply to loans originated by an entity. SOP 03-3 limits the yield that may be accreted(accretable yield) to the excess of the investor’s estimate of undiscounted expected principal, interest and other cashflows over the investor’s initial investment in the loan. The excess of contractual cash flows over the estimatedexpected cash flows to be collected (nonaccretable difference) cannot be recognized as an adjustment of the yield, lossaccrual or valuation allowance at the date of transfer. Subsequent increases in cash flows expected to be collectedgenerally will be recognized prospectively through an adjustment to the yield over the remaining life. Subsequentdecreases in cash flows expected to be collected will be recognized as impairment.

SOP 03-3 prohibits investors from displaying accretable yield or nonaccretable difference in the balance sheet andalso prohibits carrying over or creation of a valuation allowance in the initial accounting of all loans acquired in atransfer that are within the scope of SOP 03-3. The prohibition of the valuation allowance carryover applies to thepurchase of an individual loan, pool or group of loans and loans acquired in a business combination.

SOP 03-3 is effective for loans acquired in fiscal years beginning after December 15, 2004. The Corporationanticipates that in order to adopt SOP 03-3 certain modifications to its loan systems may be required in order toaccommodate the accounting and disclosures prescribed by SOP 03-3. In addition, the Corporation anticipates thatearnings volatility could increase based on the periodic changes in accretable yield and non-accretable difference thatcan arise from revised cash flow projections.

2. Changes in Method of Accounting

On January 1, 2001, the Corporation adopted SFAS 133, Accounting for Derivative Instruments and HedgingActivities. SFAS 133 established accounting and reporting standards requiring that every derivative instrument(including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either anasset or liability measured at its fair value. The statement requires that changes in the derivative’s fair value berecognized currently in earnings unless specific hedge accounting criteria are met. The effects of adopting SFAS 133are as follows:

ConsolidatedIncome

Statement

OtherComprehensive

Income(Equity)

Fair value hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(628) $ —Cash flow hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (43) (15,665)

(671) (15,665)Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235 5,483

Cumulative effect of change in accounting principles . . . . . . . . . . . . . . . . . . . . . $(436) $(10,182)

See Note 21 for additional information regarding the Corporation’s use of derivative financial instruments.

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On January 1, 2002, the Corporation adopted SFAS 142, Goodwill and Other Intangible Assets. This statementaddresses financial accounting and reporting for acquired goodwill and other intangible assets and supercedes APBOpinion No. 17, Intangible Assets. SFAS 142 prescribes the accounting and reporting for intangible assets that areacquired individually or with a group of other assets (but not those acquired in a business combination) upon theiracquisition. SFAS 142 also prescribes how goodwill and other intangible assets should be accounted for after they havebeen initially recognized in the financial statements.

Goodwill and intangible assets that have indefinite useful lives will not be amortized under the new standard butrather will be tested annually for impairment. Intangible assets with finite lives will continue to be amortized over theiruseful lives, but without the constraint of the prescribed ceilings required under APB Opinion 17.

Pro forma income before cumulative effect of changes in accounting principles and related earnings per shareafter giving effect to the nonamortization provision of SFAS 142 are as follows:

Year Ended December 31,

2003 2002 2001

Income before cumulative effect of changes in accounting principles . . . . $544,105 $480,327 $337,921Adjustments:

Goodwill amortization, net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 15,355

Pro forma income before cumulative effect of changes in accountingprinciples . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $544,105 $480,327 $353,276

Pro forma earnings per share:Income before cumulative effect of changes in accounting principles:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.41 $ 2.24 $ 1.67Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.38 2.16 1.62

On December 31, 2003, the Corporation adopted FIN 46 and FIN 46R, Consolidation of Variable InterestEntities an interpretation of ARB No. 51 (revised December 2003). While the Corporation determined it had variableinterests in variable interest entities, the Corporation concluded that it was not the primary beneficiary as those termsare defined in FIN 46 and FIN 46R and therefore, no new entities were required to be included in the consolidatedfinancial statements of the Corporation as of December 31, 2003. However, the Corporation concluded that it shouldde-consolidate the special purpose entity, M&I Capital Trust A (the “Trust”), that was formed in 1996 to issuecumulative preferred capital securities and holds, as its sole asset, junior subordinated deferrable interest debentures(subordinated debt) issued by the Corporation. As a matter of policy, the Corporation has always elected to classify theguaranteed preferred beneficial interests in the Trust as long-term borrowings and the semi-annual distributions asinterest expense for financial reporting purposes in prior periods when the accounts of the Trust were included in theCorporation’s consolidated financial statements. At December 31, 2003, the junior subordinated deferrable interestdebentures (subordinated debt) issued by the Corporation are included in long-term borrowings (See Note 14) and areshown net of the portion attributable to the common interest in the Trust which is held by the Corporation. Therefore,there was no significant impact on the consolidated financial statements from de-consolidating the Trust.

For further discussion relating to the variable interests the Corporation holds in variable interest entities seeNote 9.

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3. Earnings Per Share

The following presents a reconciliation of the numerators and denominators of the basic and diluted per sharecomputations. All share and related per share amounts reflect the two-for-one stock split in the form of a stockdividend which was effective June 17, 2002 (dollars and shares in thousands, except per share data):

Year Ended December 31, 2003

Income(Numerator)

AverageShares

(Denominator)

PerShareAmount

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $544,105Convertible preferred dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

Basic earnings per share:Income available to common shareholders . . . . . . . . . . . . . . . . . . . 544,105 226,139 $2.41

Effect of dilutive securities:Convertible preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Stock option, restricted stock and performance plans . . . . . . . . . . . — 2,146

Diluted earnings per share:Income available to common shareholders plus assumedconversions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $544,105 228,285 $2.38


Income(Numerator)

AverageShares

(Denominator)

PerShareAmount

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $480,327Convertible preferred dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,806)


Effect of dilutive securities:Convertible preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,806 7,415Stock option, restricted stock and performance plans . . . . . . . . . . . — 2,015



Income(Numerator)

AverageShares

(Denominator)

PerShareAmount

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $337,485Convertible preferred dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,363)


Effect of dilutive securities:Convertible preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,363 7,688Stock option, restricted stock and performance plans . . . . . . . . . . . — 2,164


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Options to purchase shares of common stock not included in the computation of diluted net income per sharebecause the options’ exercise price was greater than the average market price of the common shares for the years endedDecember 31, are as follows:

Years Ended December 31, Price Range Shares

2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $31.045—$38.250 7,0212002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.700— 33.938 6,4112001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27.656— 35.031 8,269

4. Business Combinations

The following acquisitions, which were not considered material business combinations individually or in theaggregate, were completed during 2003:

In November 2003, Metavante acquired the assets of Printing For Systems, Inc., a Connecticut corporationengaged in the business of printing and delivery of identification cards and other documents for the healthcareinsurance industry, including non-financial data processing and direct mail services in connection with such services.Metavante believes this acquisition leverages its financial technology servicing expertise into the healthcare insuranceindustry and demonstrates its commitment to supporting the growth in the market for electronic funds transfer and cardsolutions. The total cost of this acquisition was $25.0 million which was paid in cash. For three years beginning in2004, additional contingent payments may be made each year if certain annual revenue and profitability targets areachieved subject to certain other conditions. The maximum total contingent consideration over the three-yearcontingency period is $25.0 million. Approximately $3.8 million of the aggregate purchase price paid has been placedin escrow to absorb contingencies adverse to Metavante. The contingency period is eighteen months. Contingentpayments, if made or returned from escrow, will be reflected as an adjustment to goodwill.

There was no in-process research and development acquired in this acquisition. The estimated identifiableintangible to be amortized (customer list) with an estimated life of 8.0 years amounted to $6.0 million. Initial goodwill,subject to the completion of appraisals and valuations of the assets acquired and liabilities assumed, amounted to $17.3million. The goodwill and intangibles resulting from this transaction are deductible for tax purposes.

In May 2003, the Corporation’s Trust subsidiary entered into an agreement to purchase for cash certain segmentsof the employee benefit plan business of a national banking association located in Missouri. This acquisition enhancesthe Trust subsidiary’s presence in Missouri and complements the Missouri acquisition by the Banking segment inOctober 2002. The acquired segments will be transferred to the Corporation’s Trust subsidiary in accordance with anestablished conversion schedule that is expected to be completed in the first quarter of 2004. The total cost of thisacquisition, subject to certain adjustments, was $4.0 million and is payable in installments. The first installment equalto one half of the total cost was paid December 31, 2003. The total purchase price is further subject to additionalpayments up to $7.0 million contingent upon certain revenue targets achieved one year from the completion date of theacquisition. Contingent payments, if made, will be reflected as adjustments to goodwill.

The estimated identifiable intangible to be amortized (customer list) with an estimated life of 7.5 years amountedto $4.7 million. No initial goodwill was recorded in this transaction, subject to the completion of appraisals andvaluations of the assets acquired and liabilities assumed. The intangible resulting from this transaction is deductible fortax purposes.


On October 1, 2002, the Corporation acquired 100 percent of the outstanding common shares of MississippiValley Bancshares, Inc. (“Mississippi Valley”). Mississippi Valley, a bank holding company headquartered in

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St. Louis, Missouri consisted of three bank subsidiaries with eight offices located in St. Louis, Missouri; Belleville,Illinois; and Phoenix, Arizona and had total consolidated assets of $2.1 billion and total consolidated shareholders’equity of $178.9 million at September 30, 2002. The Corporation believes that the merger presents a uniqueopportunity to expand its operations into the St. Louis, Missouri area and to expand its current operations in thePhoenix, Arizona area. The aggregate purchase price was $486.0 million including $255.2 million of cash and 8.25million shares of common stock valued at $230.8 million based on the average price over the contractual pricingperiod. Identifiable intangibles to be amortized (core deposit and tradename) with a weighted average life of 8.5 yearsamounted to $72.7 million. Goodwill amounted to $285.0 million and was assigned to the Corporation’s bankingsegment. The goodwill and intangibles are not deductible for tax purposes. In January 2003, the Arizona banksubsidiary was merged into M&I Marshall & Ilsley Bank, the Corporation’s lead bank and in November 2003, theBelleville bank subsidiary was merged into the St. Louis bank subsidiary.

On March 1, 2002 the Corporation acquired 100 percent of the outstanding common stock of Richfield StateAgency, Inc. (“Richfield”) and Century Bancshares, Inc. (“Century”), both Minnesota bank holding companies.Richfield and Century provide retail and commercial loan and deposit services. In addition, Richfield providedfiduciary and agency trust services. Richfield and Century serve customers within the Minneapolis, Minnesotametropolitan area. The Corporation believes that these mergers present a unique opportunity to expand its currentoperations in the Minneapolis, Minnesota metropolitan area. Richfield and Century had combined total consolidatedassets of approximately $1.1 billion and combined total consolidated shareholders’ equity of $84.8 million at the timethe mergers were consummated. The aggregate purchase price was $216.5 million including $29.9 million of cash and6.2 million shares (post-split) of common stock valued at $186.6 million based on the average price over theirrespective contractual pricing periods. Identifiable intangibles to be amortized (core deposit and trust customer) with aweighted average life of 6.1 years amounted to $24.1 million. Goodwill amounted to $132.6 million. Goodwillassigned to the Corporation’s banking segment amounted to $129.2 million and the remainder was assigned to theCorporation’s Trust reporting unit. The goodwill and intangibles resulting from each transaction are not deductible fortax purposes. In June 2002, the former bank subsidiaries of Richfield and Century were merged into M&I Marshall &Ilsley Bank, the Corporation’s lead bank.

In 2002, Metavante acquired the assets of the following three entities for a total cost of $20.6 million which waspaid in cash subject to additional payments up to $10.0 million contingent upon certain revenue targets achieved twoyears from the date that acquisition was closed. Approximately $2.3 million of the aggregate purchase price paid hasbeen placed in escrow to absorb contingencies adverse to Metavante. The contingency periods range from one to twoyears. Contingent payments, if made or returned from escrow, will be reflected as adjustments to goodwill.

In July 2002, Metavante acquired substantially all the assets of Paytrust, Inc. a privately held online billmanagement company based in Lawrenceville, New Jersey. Through this acquisition, Metavante consolidated itsconsumer service provider operations onto one technology platform with the technology acquired in 2001 fromCyberbills, Inc. Integration costs, primarily related to operating duplicated platforms during transition, amountedto $5.7 million after-tax and were incurred over the nine-month period ending in the first quarter of 2003. Suchafter-tax costs amounted to $4.2 million in 2002 and $1.5 million in 2003.

In August 2002, Metavante acquired the assets of Spectrum EBP, LLC. Through this acquisition Metavanteacquired an open interoperable switch for exchanging online bills and payments. This link will enable the deliveryof bills from many billers to more consumers.

In May 2002, Metavante acquired the assets of BenePlan, Inc., a provider of third party plan administrationservices for retirement benefit plans. Metavante believes this acquisition provides an opportunity to expand itscurrent operations by leveraging off the 2001 acquisition of 401kservices.com, inc.

There was no in-process research and development acquired in any of Metavante’s acquisitions in 2002.Identifiable intangibles to be amortized (customer lists and contracts) with a weighted average life of 9.8 yearsamounted to $6.7 million. Goodwill amounted to $14.4 million. The goodwill and intangibles resulting from eachtransaction are deductible for tax purposes.

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On August 1, 2001, the Corporation acquired 100 percent of the common stock of National City Bancorporation(“National City”), a Minneapolis, Minnesota-based bank holding company. National City had total consolidated assetsof approximately $1.1 billion and total consolidated shareholders’ equity of $152.3 million at the time of the merger.The Corporation believes that this merger presented a unique opportunity to expand its current operations and establishan increased presence in the Minneapolis, Minnesota metropolitan area. Total consideration consisted of 9.1 millionshares (post-split) of the Corporation’s common stock and cash for fractional shares which was exchanged for theoutstanding common stock of National City in a tax-free reorganization using the purchase method of accounting. Theaggregate purchase price was $267.7 million using a price that approximated the average price of the Corporation’scommon shares over the 2-day period before and after the merger was completed. The core deposit intangible recordedin this transaction had a weighted average life of 6.3 years and amounted to $14.5 million. Goodwill amounted to$116.7 million. Approximately $115.4 million of the goodwill was assigned to the Banking segment and the remainderwas assigned to the Corporation’s Trust reporting unit. The goodwill and intangibles resulting from this transaction arenot deductible for tax purposes. In November 2001, the former bank subsidiary of National City was merged into M&IMarshall & Ilsley Bank, the Corporation’s lead bank.

Also during the third quarter of 2001, the Corporation acquired for cash twelve branches located in Arizona whichhad total assets of $538 million, loans of approximately $345 million and deposits of approximately $455 million at thetime of acquisition. These transactions were accounted for under the purchase method of accounting. The core depositintangible recorded in this transaction amounted to $7.4 million. Total goodwill amounted to $53.1 million. Thegoodwill and intangibles resulting from this transaction were assigned to the Banking segment and are deductible fortax purposes.

In 2001, Metavante made the following four acquisitions for a total cost of $63.8 million which was paid in cashsubject to additional payments up to $10.0 million contingent upon certain revenue targets achieved. Approximately$5.2 million of the aggregate purchase price paid has been placed in escrow to absorb contingencies adverse toMetavante. Contingent payments, if made or returned from escrow, will be reflected as adjustments to goodwill.

On December 20, 2001, Metavante acquired all of the outstanding common stock of 401kservices.com, inc.,a third-party administrator of 401(k), pension and profit-sharing plans for companies located throughout theUnited States. The Company is headquartered in Appleton, Wisconsin with offices in Arizona and California andis the second-largest independent plan administration firm in the United States. Metavante believes thisacquisition provides a unique opportunity to expand its wealth management offerings to small businesses.

On September 20, 2001, Metavante acquired substantially all of the assets and assumed certain liabilities ofthe North American Internet banking unit of Brokat Technologies (“Brokat”). The Brokat transaction addedleading technology for consumer, business and corporate e-Banking applications.

The costs, recorded in the third quarter of 2001, associated with the consolidation of certain technologyplatforms and data centers amounted to $34.5 million and consisted of severance of $3.8 million, facility closurecharges of $10.2 million and write-offs of exiting technology and software, which were replaced by the Brokattechnology and software, of $20.5 million.

On June 20, 2001, Metavante acquired certain assets and assumed certain liabilities of Cyberbills, Inc.(“Cyberbills”), an electronic bill and presentment application service provider, offering comprehensive billmanagement services that allow consumers and businesses to view, pay, manage and automate all of their bills-paperor electronic-online.

On June 1, 2001, Metavante acquired all of the outstanding common and preferred stock of DerivionCorporation (“Derivion”). Through three core electronic billing applications, Derivion enables billers of all sizesto automate and streamline bill delivery, payment and customer-care processes.

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In conjunction with the Cyberbills and Derivion transactions, Metavante incurred approximately $7.2 millionin charges to write-off other technologies and investments replaced by these acquisitions in the second quarter of2001. In addition, approximately $3.5 million of transition related charges were incurred in each of the third andfourth quarters of 2001, respectively.

There was no in-process research and development acquired in any of Metavante’s acquisitions in 2001. Totalidentifiable intangibles to be amortized (customer lists) with a weighted average life of 7.8 years amounted to $5.8million. Total goodwill amounted to $78.1 million. The goodwill and intangibles resulting from each transaction aredeductible for tax purposes.

The results of operations of the acquired entities have been included in the consolidated results since the dates thetransactions were closed.

5. Cash and Due from Banks

At December 31, 2003 and 2002, $46,762 and $33,552, respectively of cash and due from banks was restricted,primarily due to requirements of the Federal Reserve System to maintain certain reserve balances.

6. Securities

The book and market values of selected securities at December 31 were:

2003 2002

AmortizedCost

MarketValue

AmortizedCost

MarketValue

Investment Securities Available for Sale:U.S. Treasury and government agencies . . . . . . . . . . . . . . . $3,856,069 $3,886,278 $3,201,364 $3,266,144States and political subdivisions . . . . . . . . . . . . . . . . . . . . . . 274,968 299,321 246,646 265,470Mortgage backed securities . . . . . . . . . . . . . . . . . . . . . . . . . 147,868 149,990 163,796 162,268Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 443,186 450,857 565,969 572,490

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,722,091 $4,786,446 $4,177,775 $4,266,372

Investment Securities Held to Maturity:U.S. Treasury and government agencies . . . . . . . . . . . . . . . $ — $ — $ 30 $ 30States and political subdivisions . . . . . . . . . . . . . . . . . . . . . . 818,065 871,128 939,158 990,276Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,821 2,821 3,631 3,631

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 820,886 $ 873,949 $ 942,819 $ 993,937

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The unrealized gains and losses of selected securities at December 31 were:

2003 2002

UnrealizedGains

UnrealizedLosses

UnrealizedGains

UnrealizedLosses

Investment Securities Available for Sale:U.S. Treasury and government agencies . . . . . . . . . . . . . . . . . . . . . . $42,337 $12,128 $64,883 $ 103States and political subdivisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,882 529 18,838 14Mortgage backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,122 — 300 1,828Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,764 93 6,568 47

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $77,105 $12,750 $90,589 $1,992

Investment Securities Held to Maturity:U.S. Treasury and government agencies . . . . . . . . . . . . . . . . . . . . . . $ — $ — $ — $ —States and political subdivisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,111 48 51,151 33Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $53,111 $ 48 $51,151 $ 33

The book value and market value of selected securities by contractual maturity at December 31, 2003 were:

Investment SecuritiesAvailable for Sale

Investment SecuritiesHeld to Maturity

AmortizedCost

MarketValue

AmortizedCost

MarketValue

Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 435,789 $ 437,302 $ 81,804 $ 83,322From one through five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,069,134 3,096,725 244,697 261,344From five through ten years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 825,511 840,309 195,144 210,505After ten years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 391,657 412,110 299,241 318,778

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,722,091 $4,786,446 $820,886 $873,949

The gross investment securities gains and losses amounted to $36,784 and $15,212 in 2003, $7,746 and $14,017 in2002, and $30,117 and $36,876 in 2001, respectively. See the Consolidated Statements of Cash Flows for the proceedsfrom the sale of investment securities.

The amount of income tax (expense) or benefit related to net securities transactions amounted to $(7,543), $2,195,and $3,201 in 2003, 2002, and 2001, respectively.

At December 31, 2003, securities with a value of approximately $1,027,343 were pledged to secure publicdeposits, short-term borrowings, and for other purposes required by law.

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7. Loans and Leases

Loans and Leases at December 31 were:

2003 2002

Commercial, financial and agricultural . . . . . . . . . . . . . . . . . . . . . . . . $ 7,104,844 $ 6,867,091Cash flow hedging instruments at fair value . . . . . . . . . . . . . . . . . . . . 5,830 4,423

Commercial, financial and agricultural . . . . . . . . . . . . . . . . . . . . 7,110,674 6,871,514Real estate:

Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,330,526 1,058,144Residential mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,270,531 6,758,650Commercial mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,149,149 6,586,332

Personal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,747,738 1,852,202Lease financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 576,322 782,004

Total loans and leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $25,184,940 $23,908,846

Residential mortgage loans held for sale amounted to $34,623 and $311,077 at December 31, 2003 and 2002,respectively, and are included in residential mortgages in the table previously presented.

The Corporation’s lending activities are concentrated primarily in the Midwest. Approximately 9% of its portfolioconsists of loans granted to customers located in Arizona, 11% of the loans are to customers in Minnesota and 5% tocustomers located in Missouri. The Corporation’s loan portfolio consists of business loans extending across manyindustry types, as well as loans to individuals. As of December 31, 2003, total loans to any group of customers engagedin similar activities and having similar economic characteristics, as defined by the North American IndustryClassification System, did not exceed 10% of total loans.

The Corporation evaluates the credit risk of each customer on an individual basis and, where deemed appropriate,collateral is obtained. Collateral varies by individual loan customer but may include accounts receivable, inventory,real estate, equipment, deposits, personal and government guaranties, and general security agreements. Access tocollateral is dependent upon the type of collateral obtained. On an on-going basis, the Corporation monitors itscollateral and the collateral value related to the loan balance outstanding.

The Corporation periodically reviews the residual values associated with its leasing portfolios. Declines inresidual values that are judged to be other than temporary are recognized as a loss resulting in a reduction in the netinvestment in the lease.

During 2000, the Corporation began to realize residual losses in its consumer indirect automobile lease portfolioreflecting a decline in used vehicle values partially attributable to an increase in supply of used vehicles. An in-depthreview was performed to determine whether a permanent impairment charge was required.

The Corporation hired a nationally recognized valuation firm that specialized in determining future vehicle values.This study, which projected future vehicle values, updated for subsequent production, was the foundation for thedetermination that an impairment charge was required. Assumptions such as return rates and insurance proceeds wereused in the final determination of the $9.5 million estimated amount of impairment.

Throughout the first half of 2001, the value of used vehicles continued to decline at unprecedented rates. Thequarterly impairment review using the new estimated future vehicle values, return rates, and insurance proceeds wasperformed. Based upon this analysis, it was determined that an additional $25.0 million residual impairment chargewas required in the second quarter of 2001.

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Based on its quarterly reviews and valuations, no additional residual impairment losses were incurred in thetwelve months ended December 31, 2003 and 2002. Total automobile lease residual value losses recognized in 2001amounted to $35,132. For the years ended December 31, 2003 and 2002, gains and losses, after the write-downs,resulting from the disposal of automobiles were not material.

In connection with the ongoing periodic assessment of the carrying value assigned to residual values withemphasis placed on industries experiencing financial difficulties, the Corporation determined that certain residualvalues associated with its commercial lease portfolio were impaired. During 2002, the Corporation’s commercialleasing subsidiary recorded a residual impairment loss of $6,848.

An analysis of loans outstanding to directors and officers, including their related interests, of the Corporation andits significant subsidiaries for 2003 is presented in the following table. All of these loans were made in the ordinarycourse of business with normal credit terms, including interest rates and collateral. The beginning balance has beenadjusted to reflect the activity of newly-appointed directors and executive officers.

Loans to directors and executive officers:

Balance, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 98,001New loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 475,869Repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (448,999)

Balance, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 124,871

8. Allowance for Loan and Lease Losses

An analysis of the allowance for loan and lease losses follows:

2003 2002 2001

Balance, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $338,409 $268,198 $235,115Allowance of loans and leases acquired . . . . . . . . . . . . . . . . . . . — 39,813 19,151Provision charged to expense . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,993 74,416 54,115Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (69,663) (55,289) (48,609)Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,822 11,271 8,426

Balance, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $349,561 $338,409 $268,198

The allowance for loan and lease losses acquired in branch and bank acquisitions is consistent with the estimate ofprobable losses as determined by the seller financial institution.

As of December 31, 2003 and 2002, nonaccrual loans and leases totaled $166,387 and $188,232, respectively.

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At December 31, 2003 and 2002 the Corporation’s recorded investment in impaired loans and leases and therelated valuation allowance are as follows:

2003 2002

RecordedInvestment

ValuationAllowance

RecordedInvestment

ValuationAllowance

Total impaired loans and leases(Nonaccrual and renegotiated) . . . . . . . . . . . . . . . . . . $166,665 $188,558Loans and leases excluded from individualevaluation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (66,912) (60,801)

Impaired loans evaluated . . . . . . . . . . . . . . . . . . . . . . $ 99,753 $127,757

Valuation allowance required . . . . . . . . . . . . . . . . . . $ 32,021 $12,197 $ 47,382 $18,663No valuation allowance required . . . . . . . . . . . . . . . . 67,732 — 80,375 —

Impaired loans evaluated . . . . . . . . . . . . . . . . . . . . . . $ 99,753 $12,197 $127,757 $18,663

The recorded investment in impaired loans for which no allowance is required is net of applications of cashinterest payments and net of previous direct writedowns of $23,529 in 2003 and $31,916 in 2002 against the loanbalances outstanding. The required valuation allowance is included in the allowance for loan and lease losses in theConsolidated Balance Sheets.

The average recorded investment in total impaired loans and leases for the years ended December 31, 2003 and2002 amounted to $201,280 and $178,172, respectively.

Interest payments received on impaired loans and leases are recorded as interest income unless collection of theremaining recorded investment is doubtful at which time payments received are recorded as reductions of principal.Interest income recognized on total impaired loans and leases amounted to $7,841 in 2003, $9,726 in 2002, and$10,295 in 2001. The gross income that would have been recognized had such loans and leases been performing inaccordance with their original terms would have been $12,378 in 2003, $14,366 in 2002, and $12,846 in 2001.

9. Variable Interest Entities and Financial Asset Sales

The Corporation sells indirect automobile loans to an unconsolidated multi-seller asset-backed commercial paperconduit or basic term vehicle, in securitization transactions in accordance with SFAS 140. Servicing responsibilitiesand subordinated interests are retained. The Corporation receives annual servicing fees based on the loan balancesoutstanding and rights to future cash flows arising after investors in the securitization trusts have received theircontractual return and after certain administrative costs of operating the trusts. The investors and the securitizationtrusts have no recourse to the Corporation’s other assets for failure of debtors to pay when due. The Corporation’sretained interests are subordinate to investors’ interests. Their value is subject to credit, prepayment and interest raterisks on the transferred financial assets.

During 2003, 2002 and 2001, the Corporation recognized gains of $2,719, $7,243 and $7,944, respectively, on thesecuritization of automobile loans. Trading income associated with related interest swaps amounted to $921, $9,855and $3,090 in 2003, 2002, and 2001, respectively.

During 2003 and 2002, the Corporation recognized impairment losses of $4,082 and $1,540, respectively, whichare included in net investment securities gains (losses) in the Consolidated Statements of Income. The impairment wasa result of the differences between actual prepayments and credit losses experienced compared to the expectedprepayments and credit losses used in initially measuring retained interests. The impairment on the retained interests,held in the form of interest-only strips, was deemed to be other than temporary.

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The values of retained interests are based on cash flow models which incorporate key assumptions. Key economicassumptions used in measuring the retained interests at the date of securitization resulting from securitizationscompleted during the year were as follows (rate per annum):

2003 2002

Prepayment speed (CPR) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19–35% 18–42%Weighted average life (in months) . . . . . . . . . . . . . . . . . . . . 15.9 16.3Expected credit losses (based on original balance) . . . . . . . . 0.03–0.66% 0.15–0.50%Residual cash flow discount rate . . . . . . . . . . . . . . . . . . . . . . 12.0 12.0Variable returns to transferees . . . . . . . . . . . . . . . . . . . . . . . . Forward one month LIBOR yield curve

For 2003, the prepayment speed and expected credit loss estimates are based on historical prepayment rates andcredit losses on similar assets. The prepayment speed ramps from an initial 19% to 35% in month thirty-four. Theexpected loss is based in part on whether the loan is on a new or used vehicle. For loans on new vehicles, losses areexpected beginning in month six and ramp up to 0.20% in month thirty-nine. For used vehicles, losses are expectedbeginning in month six and ramp up to 0.66% in month forty-five. The expected credit losses are based on the originalloan balances.

Retained interests and other assets consisted of the following at December 31:

2003 2002

Interest – only strips . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $31,392 $35,539Cash collateral account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,382 7,395Servicing advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 246 140

Total retained interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $42,020 $43,074

Interest rate swap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 552

At December 31, 2003 key economic assumptions and the sensitivity of the current fair value of residual cashflows to immediate 10 percent and 20 percent adverse changes in those assumptions are as follows ($ in millions):

Adverse Changein Assumptions

10% 20%

Weighted average life (in months) . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.9Prepayment speed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19–35%

Impact on fair value of adverse change . . . . . . . . . . . . . . . . . . . $1.5 $3.0Expected credit losses (based on original balance) . . . . . . . . . . . . . . 0.03–0.66%

Impact on fair value of adverse change . . . . . . . . . . . . . . . . . . . 0.6 1.1Residual cash flows discount rate (annual) . . . . . . . . . . . . . . . . . . . . . 12.0%

Impact on fair value of adverse change . . . . . . . . . . . . . . . . . . . 0.4 0.7

These sensitivities are hypothetical and should be used with caution. As the figures indicate, changes in fair valuebased on a 10 percent adverse variation in assumptions generally can not be extrapolated because the relationship ofthe change in assumption to the change in fair value may not be linear. Also, the effect of an adverse variation in aparticular assumption on the fair value of the retained interest is calculated without changing any other assumption.Realistically, changes in one factor may result in changes in another (for example, increases in market interest ratesmay result in lower prepayments and increased credit losses), which might magnify or counteract the sensitivities.

Actual and projected net credit losses represented 0.50% of total automobile loans that have been securitized atDecember 31, 2003, based on balances at the time of the initial securitization.

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The following table summarizes certain cash flows received from and paid to the securitization trusts for the yearsended December 31:

2003 2002

Proceeds from new securitizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $784,465 $552,131Servicing fees received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,682 2,925Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,074) (1,185)Cash collateral account transfers, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,987) (694)Other cash flows received on retained interests, net . . . . . . . . . . . . . . . . . . . . 32,919 19,410

At December 31, 2003 securitized automobile loans and other automobile loans managed together with themalong with delinquency and credit loss information consisted of the following:

Securitized PortfolioTotal

Managed

Loan balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,050,397 $93,399 $1,143,796Principal amounts of loans 60 days or more past due . . . . . . . 816 349 1,165Net credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,069 175 2,244

The Corporation also sells, from time to time, debt securities classified as available for sale that are highly rated toan unconsolidated bankruptcy remote qualifying special purpose entity (“QSPE”) whose activities are limited toissuing highly rated asset-backed commercial paper with maturities up to 180 days which is used to finance thepurchase of the investment securities. The Bank provides liquidity back-up in the form of Liquidity PurchaseAgreements. In addition, the Bank acts as counterparty to interest rate swaps that enable the QSPE to hedge its interestrate risk. Such swaps are designated as trading in the Corporation’s Consolidated Balance Sheets.

Under the terms of the Administration Agreement, the Bank, as administrator of the QSPE, is required to sellinterests in the securities funded by the QSPE to the Bank as the liquidity purchaser under the liquidity agreements, ifat any time (after giving effect to any issuance of new commercial paper notes and the receipt of payments under anyswap agreement) the QSPE has insufficient funds to repay any maturing commercial paper note and the Bank, asliquidity agent, has received a notice of such deficiency. The Bank, as the liquidity provider, will be obligated topurchase interests in such securities under the terms of the liquidity agreement to repay the maturing commercial papernotes unless (i) after giving effect to such purchase, the aggregate of securities, purchased under the relevant liquidityagreement would exceed the aggregate maximum liquidity purchase amount under such liquidity agreement or (ii)certain bankruptcy events with respect to the QSPE have occurred; provided that the Bank is not required to purchaseany defaulted security. For this purpose, a defaulted security is any security that is rated below “Caa2” by Moody’s andbelow “CCC” by Standard & Poors. To date, the Bank has never acquired interests in any securities under the terms ofthe liquidity agreements.

A subsidiary of the Bank has entered into interest rate swaps with the QSPE designed to counteract the interestrate risk associated with third party beneficial interest (commercial paper) and the transferred assets. The beneficialinterests in the form of commercial paper have been issued by the QSPE to parties other than the Bank and itssubsidiary or any other affiliates. The notional amounts do not exceed the amount of beneficial interests. The swapagreements do not provide the QSPE or its administrative agent any decision-making authority other than thosespecified in the standard ISDA Master Agreement.

Highly rated investment securities in the amount of $204.9 million and $182.0 million were outstanding atDecember 31, 2003 and 2002, respectively, in the QSPE to support the outstanding commercial paper.

The Corporation also holds other variable interests in variable interest entities.

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The Corporation is committed to community reinvestment and is required under federal law to take affirmativesteps to meet the credit needs of the local communities it serves. The Corporation regularly invests in or lends toentities that own residential facilities that provide housing for low-to-moderate income families (affordable housingprojects) or own commercial properties that are involved in historical preservations (rehabilitation projects). Theseprojects are generally located within the geographic markets served by the Corporation’s banking segment. TheCorporation’s involvement in these entities is limited to providing funding in the form of subordinated debt or equityinterests. At December 31, 2003, investments in the form of subordinated debt represented an insignificantinvolvement in four unrelated entities.

Generally, the economic benefit from the equity investments consists of the income tax benefits obtained from theCorporation’s allocated operating losses from the partnership that are tax deductible, allocated income tax credits forprojects that qualify under the Internal Revenue Code and in some cases, participation in the proceeds from theeventual disposition of the property. The Corporation uses the equity method of accounting to account for theseinvestments. To the extent a project qualifies for income tax credits, the project must continue to qualify as anaffordable housing project for fifteen years or a rehabilitation project for five years in order to avoid recapture of theincome tax credit which generally defines the time the Corporation will be involved in a project.

The Corporation’s maximum exposure to loss as a result of its involvement with these entities is generally limitedto the carrying value of these investments plus any unfunded commitments on projects that that are not completed. AtDecember 31, 2003, the aggregate carrying value of the subordinated debt and equity investments was $11,478 and theamount of unfunded commitments outstanding was $4,558.

10. Premises and Equipment

The composition of premises and equipment at December 31 was:

2003 2002

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 68,517 $ 63,255Buildings and leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 458,637 450,026Furniture and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 498,426 483,541

1,025,580 996,822Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 587,095 554,427

Total premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 438,485 $442,395

Depreciation expense was $68,247 in 2003, $71,455 in 2002, and $68,440 in 2001.

The Corporation leases certain of its facilities and equipment. Rent expense under such operating leases was$68,882 in 2003, $71,594 in 2002, and $64,889 in 2001, respectively.

The future minimum lease payments under operating leases that have initial or remaining noncancellable leaseterms in excess of one year for 2004 through 2008 are $32,749, $27,819, $19,493, $15,418, and $11,430, respectively.

11. Goodwill and Intangibles

On January 1, 2002, the Corporation adopted SFAS 142, Goodwill and Other Intangible Assets. SFAS 142 adoptsan aggregate view of goodwill and bases the accounting for goodwill on the units of the combined entity into which anacquired entity is integrated (those units are referred to as Reporting Units). A Reporting Unit is an operating segmentas defined in SFAS 131 or one level below an operating segment.

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SFAS 142 provides specific guidance for testing goodwill and intangible assets that are not amortized forimpairment. Goodwill is tested for impairment at least annually using a two-step process that begins with an estimationof the fair value of a Reporting Unit. The first step is a screen for potential impairment and the second step measuresthe amount of impairment, if any. Intangible assets that are not amortized are also tested annually.

During the second quarter of 2002, the Corporation completed the first step of the transitional goodwillimpairment test on its five identified reporting units based on amounts as of January 1, 2002. With the assistance of anationally recognized independent appraisal firm, the Corporation concluded that there were no impairment losses forgoodwill due to the initial application of SFAS 142. As permitted by SFAS 142, the Corporation has elected to performits annual test for impairment during the second quarter. Accordingly, the Corporation updated the analysis to June 30,2003 and concluded that there continues to be no impairment with respect to goodwill at any reporting unit.

The changes in the carrying amount of goodwill for the twelve months ended December 31, 2003 and 2002 are asfollows:

Banking Metavante Others Total

Goodwill balance as of December 31, 2001 . . . . . . . . . . . . . . . . . $395,313 $125,587 $2,600 $523,500Goodwill acquired during the period . . . . . . . . . . . . . . . . . . . . . . 405,781 15,820 2,087 423,688Purchase accounting adjustments . . . . . . . . . . . . . . . . . . . . . . . . . 883 (4,735) — (3,852)

Goodwill balance as of December 31, 2002 . . . . . . . . . . . . . . . . . 801,977 136,672 4,687 943,336Goodwill acquired during the period . . . . . . . . . . . . . . . . . . . . . . — 17,254 — 17,254Purchase accounting adjustments . . . . . . . . . . . . . . . . . . . . . . . . . 7,795 1,403 — 9,198

Goodwill balance as of December 31, 2003 . . . . . . . . . . . . . . . . . $809,772 $155,329 $4,687 $969,788

Purchase accounting adjustments are the adjustments to the initial goodwill recorded at the time an acquisition iscompleted. Such adjustments generally consist of adjustments to the assigned fair value of the assets acquired andliabilities assumed resulting from the completion of appraisals or other valuations, adjustments to initial estimatesrecorded for transaction costs or exit liabilities, if any, contingent consideration when paid or received from escrowarrangements at the end of a contractual contingency period and the reduction of goodwill relating to the sale of bankbranches. For the year ended December 31, 2003, the net contingent consideration with respect to Metavante’sacquisitions amounted to $2,379. For the year ended December 31, 2002 there were no significant contingent paymentspaid or received. For 2003, the reduction of goodwill relating to the sale of six branches was $556.

The Corporation’s other intangible assets consisted of the following at December 31, 2003:

GrossCarryingValue

AccumulatedAmortization

NetCarryingValue

WeightedAverage

AmortizationPeriod (Yrs)

Other intangible assets:Core deposit intangible . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $159,474 $63,453 $ 96,021 6.4Data processing contract rights/customer lists . . . . . . . . . . . . . . 37,247 10,254 26,993 10.2Trust customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,475 288 5,187 7.8Tradename . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,500 1,042 1,458 3.0

$204,696 $75,037 $129,659 7.1

Mortgage loan servicing rights . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,105 1.5

Amortization expense of other intangible assets amounted to $23,785, $25,134 and $17,154 in 2003, 2002 and2001, respectively.

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The estimated amortization expense of other intangible assets and mortgage loan servicing rights for the next fiveyears are:

2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $20,8552005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,4022006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,3282007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,5912008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,250

Mortgage loan servicing rights are subject to the prepayment risk inherent in the underlying loans that are beingserviced. The weighted average amortization period as shown in the above table for mortgage loan servicing rightsrepresents the estimated expected weighted average remaining life of the servicing rights at December 31, 2003. Theactual remaining life could be significantly different due to actual prepayment experience in future periods.

At December 31, 2003 and 2002, none of the Corporation’s other intangible assets were determined to haveindefinite lives.

12. Deposits

The composition of deposits at December 31 was:

2003 2002

Noninterest bearing demand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,715,283 $ 4,461,880Savings and NOW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,301,744 9,225,899

CDs $100,000 and over . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,480,111 2,793,793Cash flow hedge—Institutional CDs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,071 18,330

CDs $100,000 and over . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,493,182 2,812,123

Other time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,646,639 2,979,502Foreign deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,113,257 914,302

Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $22,270,105 $20,393,706

At December 31, 2003 and 2002, brokered deposits amounted to $3,965.8 million and $2,258.9 million,respectively.

At December 31, 2003, the scheduled maturities for CDs $100,000 and over, other time deposits, and foreigndeposits were:

2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,406,5652005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,752,4052006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 383,0612007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 286,0342008 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 425,013

$8,253,078

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13. Short-term Borrowings

Short-term borrowings at December 31 were:

2003 2002

Funds purchased and security repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . $ 741,646 $ 895,196Cash flow hedge—Fed funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,426 51,387

Funds purchased and security repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . 765,072 946,583

U.S. Treasury demand notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 214,222 3,141U.S. Treasury demand notes—special direct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,236,828 3,137,183

Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 404,186 351,079Cash flow hedge—Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 34,624

Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 404,186 385,703

Current maturities of long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,310,971 1,612,343Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,722 8,414

Total short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,933,001 $6,093,367

U.S. Treasury demand notes—special direct represent secured borrowings of the lead banking subsidiary with amaximum term of 21 days.

During 2003, the interest rate swap designated as a cash flow hedge against forecasted issuances of commercialpaper was terminated.

Unused lines of credit, primarily to support commercial paper borrowings, were $75.0 million at December 31,2003 and 2002.

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14. Long-term Borrowings

Long-term borrowings at December 31 were:

2003 2002

Corporation:Medium-term notes Series D, E and MiNotes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 418,025 $ 303,4597.65% junior subordinated deferrable interest debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 224,871 —7.65% cumulative company-obligated mandatorily redeemable capital trust pass-throughsecurities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 199,225

6.375% subordinated notes due 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 99,953Guaranteed preferred beneficial interests in subordinated debentures . . . . . . . . . . . . . . . . . . . — 14,352Cash flow hedge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,374

Total guaranteed preferred beneficial interests in subordinated debentures . . . . . . . . . . — 15,726Subsidiaries:Borrowings from Federal Home Loan Bank (FHLB):

Floating rate advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 610,000 610,000Cash flow hedge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,676 54,343

Floating rate advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 614,676 664,343Fixed rate advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 611,441 403,666

Senior bank notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 285,523 298,248Senior bank notes—EXLs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 249,910 249,792Senior bank notes—Puttable Reset Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,001,603 1,001,693Subordinated bank notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 621,622 643,128Nonrecourse notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,276 10,6979.75% obligation under capital lease due through 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,662 2,182Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,985 4,012

4,045,594 3,896,124Less current maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,310,971 1,612,343

Total long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,734,623 $2,283,781

The 6.375% subordinated notes with interest payable semiannually matured on July 1, 2003.

At December 31, 2003, a medium-term Series D note outstanding amounted to $1,000 with a fixed interest rate of7.20%. The Series D note matures in 2004. No additional borrowings may occur under the Series D notes. In May2000, the Corporation filed a registration statement with the Securities and Exchange Commission to issue up to $500million of medium-term Series E notes. These issues may have maturities ranging from 9 months to 30 years and maybe at fixed or floating rates. At December 31, 2003, series E notes outstanding amounted to $278,925 with fixed ratesof 4.50% to 7.19%. Series E notes outstanding mature at various times and amounts through 2023. In May 2002, theCorporation filed a prospectus supplement with the Securities and Exchange Commission to issue up to $500 million ofmedium-term MiNotes. The MiNotes, issued in minimum denominations of one-thousand dollars or integral multiplesof one-thousand dollars, may have maturities ranging from 9 months to 30 years and may be at fixed or floating rates.At December 31, 2003, MiNotes outstanding amounted to $138,100 with fixed rates of 2.55% to 6.00%. MiNotesoutstanding mature at various times through 2012. During 2003, the Corporation acquired through open marketpurchases $51.6 million of 5.75% Series E Notes which were due in 2006 and recognized a loss of $5.0 million.

In December 1996, the Corporation formed M&I Capital Trust A (the “Trust”), which issued $200 million inliquidation or principal amount of cumulative preferred capital securities. Holders of the capital securities are entitledto receive cumulative cash distributions at an annual rate of 7.65% payable semiannually.

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Concurrently with the issuance of the capital securities, the Trust invested the proceeds, together with theconsideration paid by the Corporation for the common interest in the Trust, in junior subordinated deferrable interestdebentures (“subordinated debt”) issued by the Corporation. The subordinated debt, which represents the sole asset ofthe Trust, bears interest at an annual rate of 7.65% payable semiannually and matures on December 1, 2026.

The subordinated debt is junior in right of payment to all present and future senior indebtedness of theCorporation. The Corporation may redeem the subordinated debt in whole or in part at any time on or after December1, 2006 at specified call premiums, and at par on or after December 1, 2016. In addition, in certain circumstances thesubordinated debt may be redeemed at par upon the occurrence of certain events. The Corporation’s right to redeem thesubordinated debt is subject to regulatory approval.

The Corporation has the right, subject to certain conditions, to defer payments of interest on the subordinated debtfor extension periods, each period not exceeding ten consecutive semiannual periods. As a consequence of theCorporation’s extension of the interest payment period, distributions on the capital securities would be deferred. In theevent the Corporation exercises its right to extend an interest payment period, the Corporation is prohibited frommaking dividend or any other equity distributions during such extension period.

At December 31, 2002, the accounts of the Trust were consolidated in the Corporation’s consolidated financialstatements. The 7.65% cumulative company—obligated mandatorily redeemable capital trust pass-through securitiesrepresented the long-term borrowing obligations of the Trust. As a result of adopting FIN 46R, the Corporation de-consolidated the accounts of the Trust. The long-term obligation of the Corporation, which represents the sole asset ofthe Trust, is presented as 7.65% junior subordinated deferrable interest debentures and are shown net of thesubordinated debt that is attributable to the common interest in the Trust which is held by the Corporation. The amountshown at December 31, 2003 includes the remaining cumulative fair value adjustment arising from the fair value hedgethat was terminated in the first quarter of 2003 and will be amortized over the remaining expected life of thesubordinated debt.

The payment of distributions, liquidation of the Trust and payment upon the redemption of the capital securities ofthe Trust are guaranteed by the Corporation.

The Guaranteed Preferred Beneficial Interests in subordinated debentures represent preferred securities that areconsidered long-term borrowings for financial reporting purposes. In conjunction with the acquisition of MississippiValley, the Corporation acquired all of the common interests in MVBI Capital Trust (“MVBI Capital”), a statutorybusiness trust formed by Mississippi Valley in 1997. MVBI Capital had issued $14.95 million in liquidation orprincipal amount of preferred capital securities. The sole asset of MVBI Capital was subordinated debentures of theCorporation (as successor to Mississippi Valley) in the principal amount of $15.412 million which bear interest at arate that floats with the three-month Treasury plus 2.25%. On July 31, 2003 the Corporation retired the subordinateddebentures and MVBI Capital Trust redeemed its Floating Rate Trust Preferred Securities. MVBI Capital Trust wasthen liquidated.

The capital securities of the Trust qualify as “Tier 1” capital for regulatory capital purposes.

Fixed rate FHLB advances have interest rates which range from 1.90% to 8.47% and mature at various times in2004 through 2017. A $55.0 million advance can be called at the FHLB’s option beginning January 19, 2004, andquarterly thereafter. During 2003, the Bank retired $33.2 million of fixed rate advances with interest rates ranging from5.82% to 7.03% which were due at various times in 2007 and 2008, and recognized a loss of $5.2 million.

The floating rate advances mature at various times between 2006 and 2008. The interest rate is reset monthlybased on the London Interbank Offered Rate (“LIBOR”).

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The Corporation is required to maintain unencumbered first mortgage loans and mortgage-related securities suchthat the outstanding balance of FHLB advances does not exceed 60% of the book value of this collateral. In addition, aportion of these advances are collaterized by all FHLB stock.

The senior bank notes have a fixed interest rate of 4.125% and pay interest semi-annually. During 2003, the Bankacquired through open market purchases $13.2 million of 4.125% senior bank notes which were due in 2007 andrecognized a loss of $0.6 million.

The senior bank notes—Extendible Liquidity Securities (“EXLs”) are indexed to one month LIBOR plus a statedspread and mature in 2003. However, EXL noteholders have the ability to extend the maturity date through 2006. Thestated spread is initially 0.01%, 0.04% in year two, 0.07% in year three and 0.10% to maturity in 2006.

The senior bank notes—Puttable Reset Securities (“PRS”) have a maturity date of December 15, 2016. Howeverin certain circumstances, the notes will be put back to the issuing bank at par prior to final maturity. The notes are alsosubject to the exercise of a call option by a certain broker-dealer. Beginning December 15, 2003 and each December 15thereafter until and including December 15, 2015, the broker-dealer has the right to purchase all of the outstandingnotes from the noteholders at a price equal to 100% of the principal amount of the notes and then remarket the notes.However, if the broker-dealer does not purchase the notes on the aforementioned date(s), each holder of outstandingnotes will be deemed to have put all of the holder’s notes to the issuing bank at a price equal to 100% of the principalamount of the notes and the notes will be completely retired. The current interest rate is 5.252% and, to the extent thenotes are purchased and remarketed, the interest rate will reset each date the notes are remarketed, subject to a floor of5.17%. The call and put are considered clearly and closely related for purposes of recognition and measurement underSFAS 133. The fair value of the call option at December 31, 2003, was approximately $94 million as determined by theholder of the call option.

The subordinated bank notes have fixed rates that range from 5.25% to 7.88% and mature at various times in2010, 2011 and 2012. Interest is paid semi-annually. During 2003, the Bank acquired through open market purchases$22.3 million of 6.375% subordinated bank notes which were due in 2011 and recognized a loss of $3.4 million. Thesubordinated bank notes qualify as “Tier 2” or supplementary capital for regulatory capital purposes.

The nonrecourse notes are reported net of prepaid interest and represent borrowings by the commercial leasingsubsidiary from banks and other financial institutions. These notes have a weighted average interest rate of 6.84% atDecember 31, 2003 and are due in installments over varying periods through 2009. Lease financing receivables at leastequal to the amount of the notes are pledged as collateral.

Scheduled maturities of long-term borrowings are $457,865, $519,889, $502,901, and $135,881 for 2005 through2008, respectively.

15. Shareholders’ Equity

The Corporation has 5,000,000 shares of preferred stock authorized, of which the Board of Directors hasdesignated 2,000,000 shares as Series A Convertible Preferred Stock (the “Series A”), with a $100 value per share forconversion and liquidation purposes. Series A is nonvoting preferred stock. The same cash dividends will be paid onSeries A as would have been paid on the common stock exchanged for Series A.

The holder had the option to convert Series A into common stock at the same ratio that the common stock wasexchanged for Series A. During 2002, the holder of Series A converted 336,370 shares of Series A into 7,688,456shares of common stock which were issued out of the Corporation’s treasury common stock. This is a noncashtransaction for purposes of the Consolidated Statements of Cash Flows. At December 31, 2003 and 2002 there were noshares of Series A outstanding.

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The preferred stock is treated as a common stock equivalent in all applicable per share calculations.

The Corporation sponsors a deferred compensation plan for its non-employee directors and the non-employeedirectors and advisory board members of its affiliates. Participants may elect to have their deferred fees used topurchase M&I common stock with dividend reinvestment. Such shares will be distributed to plan participants inaccordance with the plan provisions. At December 31, 2003 and 2002, 624,620 and 623,478 shares of M&I commonstock, respectively, were held in a grantor trust. The aggregate cost of such shares is included in DeferredCompensation as a reduction of Shareholders’ equity in the Consolidated Balance Sheets and amounted to $16,443 atDecember 31, 2003 and $16,301 at December 31, 2002.

During 2003, the Corporation amended its deferred compensation plan for its non-employee directors and selectedkey employees to permit participants to defer the gain from the exercise of nonqualified stock options. In addition, thegain upon vesting of restricted common stock to participating executive officers may be deferred. Shares of M&Icommon stock which represent the aggregate value of the gains deferred are maintained in a grantor trust with dividendreinvestment. Such shares will be distributed to plan participants in accordance with the plan provisions. At December31, 2003, 33,600 shares of M&I common stock were held in the grantor trust. The aggregate cost of such shares isincluded in Deferred Compensation as a reduction of Shareholders’ equity in the Consolidated Balance Sheets andamounted to $1,094 at December 31, 2003.

In conjunction with previous acquisitions, the Corporation assumed certain deferred compensation andnonqualified retirement plans for former directors and executive officers of acquired companies. At December 31, 2003and 2002, 114,383 and 139,442 common shares of M&I stock, respectively, were maintained in a grantor trust withsuch shares to be distributed to plan participants in accordance with the provisions of the plans. The aggregate cost ofsuch shares of $2,340 and $2,824 at December 31, 2003 and 2002, respectively, is included in Deferred Compensationas a reduction of Shareholders’ equity in the Consolidated Balance Sheets.

The Corporation issues treasury common stock in conjunction with exercises of stock options and restricted stock,acquisitions, and conversions of convertible securities. Treasury shares are acquired from restricted stock forfeitures,shares tendered to cover tax withholding associated with stock option exercises and vesting of key restricted stock,mature shares tendered for stock option exercises in lieu of cash and open market purchases in accordance with theCorporation’s approved share repurchase program. The Corporation is currently authorized to repurchase up to 12million shares per year. Shares repurchased in accordance with the approved plan amounted to 6.0 million shares withan aggregate cost of $210.9 million in 2003 and 5.1 million shares with an aggregate cost of $159.3 million in 2002.

Federal banking regulatory agencies have established capital adequacy rules which take into account riskattributable to balance sheet assets and off-balance sheet activities. All banks and bank holding companies must meet aminimum total risk-based capital ratio of 8%. Of the 8% required, at least half must be comprised of core capitalelements defined as “Tier 1” capital. The federal banking agencies also have adopted leverage capital guidelines whichbanking organizations must meet. Under these guidelines, the most highly rated banking organizations must meet aminimum leverage ratio of at least 3% “Tier 1” capital to total assets, while lower rated banking organizations mustmaintain a ratio of at least 4% to 5%. Failure to meet minimum capital requirements can result in certain mandatory—and possibly additional discretionary—actions by regulators that, if undertaken, could have a direct material effect onthe Consolidated Financial Statements.

At December 31, 2003 and 2002, the most recent notification from the Federal Reserve Board categorized theCorporation as well capitalized under the regulatory framework for prompt corrective action. There are no conditionsor events since that notification that management believes have changed the Corporation’s category.

To be well capitalized under the regulatory framework, the “Tier 1” capital ratio must meet or exceed 6%, thetotal capital ratio must meet or exceed 10% and the leverage ratio must meet or exceed 5%.

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The Corporation’s risk-based capital and leverage ratios are as follows ($ in millions):

Risk-Based Capital Ratios

As of December 31,2003

As of December 31,2002

Amount Ratio Amount Ratio

Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,537.8 8.87%$ 2,343.8 8.75%Tier 1 capital adequacy minimum requirement . . . . . . . . . . . . . . . . 1,144.0 4.00 1,071.6 4.00

Excess . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,393.8 4.87%$ 1,272.2 4.75%

Total capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,510.9 12.28%$ 3,321.9 12.40%Total capital adequacy minimum requirement . . . . . . . . . . . . . . . . . 2,288.1 8.00 2,143.3 8.00

Excess . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,222.8 4.28%$ 1,178.6 4.40%

Risk-adjusted assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $28,601.2 $26,790.9

Leverage Ratio

As of December 31, 2003 As of December 31, 2002

Amount Ratio Amount Ratio

Tier 1 capital to adjusted total assets . . . . . . . . $ 2,537.8 7.80%$ 2,343.8 7.58%Minimum leverage adequacy requirement . . . . 976.6–1,627.6 3.00–5.00 927.7–1,546.2 3.00–5.00

Excess . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,561.2–910.2 4.80–2.80%$1,416.1–797.6 4.58–2.58%

Adjusted average total assets . . . . . . . . . . . . . . $ 32,552.9 $ 30,923.6

All of the Corporation’s banking subsidiaries’ risk-based capital and leverage ratios meet or exceed the definedminimum requirements, and have been deemed well capitalized as of December 31, 2003 and 2002. The followingtable presents the risk-based capital ratios for the Corporation’s lead banking subsidiary:

Subsidiary Tier 1 Total Leverage

M&I Marshall & Ilsley BankDecember 31, 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.60% 11.37% 6.51%December 31, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.86 11.93 6.63

Banking subsidiaries are restricted by banking regulations from making dividend distributions above prescribedamounts and are limited in making loans and advances to the Corporation. At December 31, 2003, the retained earningsof subsidiaries available for distribution as dividends without regulatory approval, while maintaining well capitalizedrisk-based capital and leverage ratios, was approximately $172.7 million.

16. Income Taxes

Total income tax expense for the years ended December 31, 2003, 2002, and 2001was allocated as follows:

2003 2002 2001

Income before income taxes and cumulative effect of changes inaccounting principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $214,282 $238,265 $163,124

Cumulative effect of changes in accounting principles . . . . . . . . . . . . . . . . — — (235)Shareholders’ Equity:

Compensation expense for tax purposes in excess of amountsrecognized for financial reporting purposes . . . . . . . . . . . . . . . . . . (11,905) (5,976) (13,334)

Unrealized gains (losses) on accumulated other comprehensiveincome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,353 (45,797) 1,667

$227,730 $186,492 $151,222

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The current and deferred portions of the provision for income taxes were:2003 2002 2001

Current:Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $238,825 $237,924 $161,622State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,280 12,765 14,140

Total current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 260,105 250,689 175,762Deferred:

Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (43,107) (22,138) (8,039)State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,716) 9,714 (4,599)

Total deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (45,823) (12,424) (12,638)

Total provision for income taxes . . . . . . . . . . . . . . . . . $214,282 $238,265 $163,124

The following is a reconciliation between the amount of the provision for income taxes and the amount of taxcomputed by applying the statutory Federal income tax rate (35%):

2003 2002 2001

Tax computed at statutory rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $265,435 $251,507 $175,366Increase (decrease) in taxes resulting from:

Federal tax-exempt income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20,485) (20,651) (19,855)State income taxes, net of Federal tax benefit . . . . . . . . . . . . . . . . . . . 14,193 14,706 6,202Bank owned life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,677) (10,424) (9,469)Resolution of income tax audits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (39,312) — —Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,128 3,127 10,880

Total provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . $214,282 $238,265 $163,124

The tax effects of temporary differences that give rise to significant elements of the deferred tax assets anddeferred tax liabilities at December 31 are as follows:

2003 2002

Deferred tax assets:Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 45,631 $ 34,038Allowance for loan and lease losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141,030 137,962Accrued postretirement benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,401 31,235Conversion revenue deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,360 11,281Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 23,871State NOLs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,833 52,959Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,762 96,770

Total deferred tax assets before valuation allowance . . . . . . . . . . . . . . . . . . . 363,017 388,116Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (43,871) (48,716)

Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 319,146 339,400Deferred tax liabilities:

Lease revenue reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129,811 168,226Deferred expense, net of unearned income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,099 66,046Premises and equipment, principally due to depreciation . . . . . . . . . . . . . . . . . . . 5,532 10,263Purchase accounting adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,390 48,139Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,482 —Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,420 42,569

Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 289,734 335,243

Net deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 29,412 $ 4,157

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The Corporation continues to carry a valuation allowance to reduce certain state deferred tax assets which include,in part, certain state net operating loss carryforwards which expire at various times through 2017. At December 31,2003, the Corporation believes it is more likely than not that these items will not be realized. However, as time passesthe Corporation will be able to better assess the amount of tax benefit it will realize from using these items.

17. Stock Option, Restricted Stock and Employee Stock Purchase Plans

The Corporation has Executive Stock Option and Restricted Stock Plans which provide for the grant ofnonqualified and incentive stock options, stock appreciation rights and rights to purchase restricted shares to keyemployees and directors of the Corporation at prices ranging from zero to the market value of the shares at the date ofgrant.

The Corporation also has a qualified employee stock purchase plan which gives employees, who elect toparticipate in the plan, the right to acquire shares of the Corporation’s Common Stock at the purchase price which is 85percent of the lesser of the fair market value of the Corporation’s Common Stock on the first or last day of the one-yearoffering period.

The nonqualified and incentive stock option plans generally provide for the grant of options to purchase shares ofthe Corporation’s common stock for a period of ten years from the date of grant. Options granted generally becomeexercisable over a period of two or three years from the date of grant. However, options granted to directors of theCorporation vest immediately and options granted after 1996 provide accelerated or immediate vesting for grants toindividuals who meet certain age and years of service criteria at the date of grant.

Activity relating to nonqualified and incentive stock options was:

Numberof Shares

Option PricePer Share

WeightedAverageExercisePrice

Shares under option at December 31, 2000 . . . . . . . . . . . . . . . . . . . . . 16,233,040 $ 5.78-35.03 $21.47Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,941,100 24.73-31.95 31.39Options lapsed or surrendered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (436,302) 6.69-33.50 27.12Options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,233,574) 5.78-30.75 11.74

Shares under option at December 31, 2001 . . . . . . . . . . . . . . . . . . . . . 17,504,264 $ 6.20-35.03 $24.81Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,803,042 12.87-31.78 27.04Options lapsed or surrendered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (375,658) 15.94-35.03 28.68Options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (985,247) 6.20-30.75 15.58

Shares under option at December 31, 2002 . . . . . . . . . . . . . . . . . . . . . 20,946,401 $ 7.69-33.94 $25.69Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,794,250 25.93-38.25 34.48Options lapsed or surrendered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (478,454) 9.63-34.79 29.42Options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,479,381) 7.69-34.79 19.75

Shares under option at December 31, 2003 . . . . . . . . . . . . . . . . . . . . . 21,782,816 $ 9.63-38.25 $27.81

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The range of options outstanding at December 31, 2003 were:

Price Range

Number of SharesWeighted-AverageExercise Price

Weighted-AverageRemainingContractual

Life (In Years)Outstanding Exercisable Outstanding Exercisable

$9.00-20.49 . . . . . . . . . . . . . . . . . . . . . 2,100,369 2,100,369 $13.62 $13.62 2.520.50-23.99 . . . . . . . . . . . . . . . . . . . . . 2,822,643 2,822,643 21.99 21.99 6.824.00-28.49 . . . . . . . . . . . . . . . . . . . . . 2,210,684 2,049,325 25.91 25.85 5.528.50-28.99 . . . . . . . . . . . . . . . . . . . . . 4,888,386 3,090,949 28.54 28.54 7.429.00-31.49 . . . . . . . . . . . . . . . . . . . . . 2,914,630 2,657,539 30.62 30.67 6.431.50-32.99 . . . . . . . . . . . . . . . . . . . . . 3,190,854 2,357,909 31.95 31.95 8.0Over $33.00 . . . . . . . . . . . . . . . . . . . . 3,655,250 731,650 34.79 34.60 9.7

21,782,816 15,810,384 $27.81 $26.19 7.0

Options exercisable at December 31, 2002 and 2001 were 14,933,431 and 11,964,332, respectively. The weightedaverage exercise price for options exercisable was $24.48 at December 31, 2002 and $23.14 at December 31, 2001.

Statement of Financial Accounting Standards No. 123 (“SFAS 123”), “Accounting for Stock-BasedCompensation,” establishes financial accounting and reporting standards for stock based employee compensationplans.

SFAS 123 defines a fair value based method of accounting for employee stock option or similar equityinstruments. Under the fair value based method, compensation cost is measured at the grant date based on the fair valueof the award using an option-pricing model that takes into account the stock price at the grant date, the exercise price,the expected life of the option, the volatility of the underlying stock, expected dividends and the risk-free interest rateover the expected life of the option. The resulting compensation cost is recognized over the service period, which isusually the vesting period.

Compensation cost can also be measured and accounted for using the intrinsic value based method of accountingprescribed in Accounting Principles Board Opinion No. 25 (“APBO 25”), “Accounting for Stock Issued toEmployees.” Under the intrinsic value based method, compensation cost is the excess, if any, of the quoted marketprice of the stock at grant date or other measurement date over the amount paid to acquire the stock.

The largest differences between SFAS 123 and APBO 25 as it relates to the Corporation is the amount ofcompensation cost attributable to the Corporation’s fixed stock option plans and employee stock purchase plan(“ESPP”). Under APBO 25 no compensation cost is recognized for fixed stock option plans because the exercise priceis equal to the quoted market price at the date of grant and therefore there is no intrinsic value. SFAS 123compensation cost would equal the calculated fair value of the options granted. Under APBO 25 no compensation costis recognized for the ESPP because the discount (15%) and the plan meets the definition of a qualified plan of theInternal Revenue Code and meets the requirements of APBO 25. Under SFAS 123 the safe-harbor discount threshold is5% for a plan to be non-compensatory. SFAS 123 compensation cost would equal the initial discount (15% ofbeginning of plan period price per share) plus the value of a one year call option on 85% of a share of stock for eachshare purchased.

As permitted by SFAS 123, the Corporation continues to measure compensation cost for such plans using theaccounting method prescribed by APBO 25.

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Had compensation cost for the Corporation’s ESPP and options granted after January 1, 1995 been determinedconsistent with SFAS 123, the Corporation’s net income and earnings per share would have been reduced to thefollowing pro forma amounts:

2003 2002 2001

Net income:As reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $544,105 $480,327 $337,485Pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 521,792 458,181 321,521

Basic earnings per share:As reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.41 $ 2.24 $ 1.60Pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.31 2.13 1.52

Diluted earnings per share: . . . . . . . . . . . . . . . . . . . . . . . . . . . . .As reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.38 $ 2.16 $ 1.55Pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.29 2.07 1.47

The fair value of each option grant was estimated as of the date of grant using the Black-Scholes option pricingmodel. The resulting compensation cost was amortized over the vesting period.

The grant date fair values and assumptions used to determine such value are as follows:

2003 2002 2001

Weighted-average grant date fair value . . . . . . . . . $ 10.00 $ 8.15 $ 10.09Assumptions:

Risk-free interest rates . . . . . . . . . . . . . . . . . . 2.54–3.83% 3.11–5.16% 3.92–5.30%Expected volatility . . . . . . . . . . . . . . . . . . . . . 30.23–31.19% 30.95–31.25% 31.09–31.33%Expected term (in years) . . . . . . . . . . . . . . . . . 6.0 6.0 6.0Expected dividend yield . . . . . . . . . . . . . . . . . 2.19% 2.10% 2.13%

The estimated compensation cost per share for the ESPP was $5.75 and $5.33 for 2003 and 2002, respectively.During 2003 and 2002, common shares purchased by employees under the ESPP amounted to 347,194 and 302,809,respectively.

Activity relating to the Corporation’s Restricted Stock Purchase Rights was:

December 31

2003 2002 2001

Restricted stock purchase rights outstanding—Beginning of Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —

Restricted stock purchase rights granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163,300 46,000 80,000Restricted stock purchase rights exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (163,300) (46,000) (80,000)

Restricted stock purchase rights outstanding—End of Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —

Weighted-average grant date market value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 34.28 $ 29.76 $ 27.97Aggregate compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,111 $ 779 $ 934Unamortized deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,910 $ 3,045 $ 2,972

Restrictions on stock issued pursuant to the exercise of stock purchase rights generally lapse within a three toseven year period. Accordingly, the compensation related to issuance of the rights is deferred and amortized over thevesting period. Unamortized deferred compensation is reflected as a reduction of Shareholders’ equity.

Shares reserved for the granting of options and stock purchase rights at December 31, 2003 were 11,583,424.

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The Corporation also has a Long-Term Incentive Plan. Under the plan, performance units may be awarded fromtime to time. Once awarded, additional performance units will be credited to each participant based on dividends paidby the Corporation on its common stock. At the end of a designated vesting period, participants will receive an amountequal to some percent (0%–275%) of the initial performance units credited plus those additional units credited asdividends based on the established performance criteria. Units awarded to certain executives of the Corporation were133,500 in 2003, 117,000 in 2002, and 116,200 in 2001. The vesting period is three years from the date theperformance units were awarded. At December 31, 2003, based on the performance criteria, approximately $6,781would be due to the participants under the 2001 and 2002 awards. In addition, the amount payable to participants underthe 2000 award, which was fully vested, was $8,495 at December 31, 2003.

18. Employee Retirement and Health Plans

The Corporation has a defined contribution program that consists of a retirement plan and employee stockownership plan for substantially all employees. The retirement plan provides for a guaranteed contribution to eligibleparticipants equal to 2% of compensation. At the Corporation’s option, an additional profit sharing amount may also becontributed to the retirement plan and may vary from year to year up to a maximum of 6% of eligible compensation.Under the employee stock ownership plan, employee contributions into the retirement plan of up to 6% of eligiblecompensation are matched up to 50% by the Corporation based on the Corporation’s return on equity as defined by theplan. Total expense relating to these plans was $52,946, $49,586, and $39,942 in 2003, 2002, and 2001, respectively.

The Corporation also has supplemental retirement plans to provide retirement benefits to certain of its keyexecutives. Total expense relating to these plans amounted to $10,779 in 2003, $1,484 in 2002, and $2,394 in 2001.

The Corporation sponsors a defined benefit health plan that provides health care benefits to eligible current andretired employees. Eligibility for retiree benefits is dependent upon age, years of service, and participation in the healthplan during active service. The plan is contributory and in 1997 and 2002 the plan was amended. Employees hired orretained from mergers after September 1, 1997 will be granted access to the Corporation’s plan upon becoming aneligible retiree; however, such retirees must pay 100% of the cost of health care benefits. The plan continues to containother cost-sharing features such as deductibles and coinsurance. At December 31, 2003 the plan was not fundedhowever, the Corporation anticipates that it will begin to fund its obligation to provide retiree health benefits.

The changes during the year of the accumulated postretirement benefit obligation (“APBO”) for retiree healthbenefits are as follows:

2003 2002

APBO, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 81,442 $ 89,619Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,140 1,182Interest cost on APBO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,340 5,491Plan amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (32,346)Actuarial losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,216) 20,093Change due to acquisitions/divestitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 242Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,369) (2,839)

APBO, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83,337 81,442Unrecognized net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (35,406) (39,174)Unrecognized prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,284 31,005

Accrued postretirement benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 76,215 $ 73,273

Weighted average discount rate used in determining APBO . . . . . . . . . . . . . . . . . . . . . . 6.50% 7.25%

The assumed health care cost trend for 2004 was 8.00% for pre-age 65 and 11.00% for post-age 65 retirees. Therate was assumed to decrease gradually to 5.50% for pre-age 65 and 6.50% for post-age 65 retirees in 2009 and remainat that level thereafter.

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Net periodic postretirement benefit cost for the years ended December 31, 2003, 2002 and 2001 includes thefollowing components:

2003 2002 2001

Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,140 $ 1,182 $2,843Interest on APBO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,340 5,491 4,726Prior service amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,721) (2,721) (204)Actuarial loss amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,005 2,495 —Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 660 — 356

$ 7,424 $ 6,447 $7,721

The assumed health care cost trend rate has a significant effect on the amounts reported for the health care plans.A one percentage point change on assumed health care cost trend rates would have the following effects:

OnePercentage

PointIncrease

OnePercentage

PointDecrease

Effect on total of service and interest cost components . . . . . . . . . . . . . . . . . . . . . . . . . $ 890 $ (765)Effect on postretirement benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,136 (7,862)

On December 8, 2003 the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”)was signed into law. The Act introduces a prescription drug benefit program under Medicare (Medicare Part D) as wellas a 28% federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuariallyequivalent to Medicare Part D.

Current accounting rules require that presently enacted changes in relevant laws be considered in current periodmeasurements of postretirement benefit costs and the APBO. However, certain accounting issues raised by the Act, inparticular, how to account for the federal subsidy, are not explicitly addressed in the present accounting rules. Inaddition significant uncertainties may exist for plan sponsors such as the Corporation both as to the direct effects of theAct and its ancillary effects on plan participant’s behavior and health care costs.

In recognition that a plan sponsor and its advisors may not have (a) sufficiently reliable information available onwhich to measure the effects of the Act, (b) sufficient time before issuance of financial statements for fiscal years thatinclude the Act’s enactment date to prepare actuarial valuations that reflect the effects of the Act, or (c) sufficientguidance to ensure that the sponsor’s accounting for the effects of the Act is consistent with generally acceptedaccounting principles, the FASB issued FASB Staff Position (FSP) No. FAS 106-1, Accounting and DisclosureRequirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003, (“FSP 106-1”). FSP 106-1 allows participants to elect to defer recognition of the effects of the Act.

The Corporation has elected to defer recognition of the effects of the Act in accordance with FSP 106-1.Accordingly, any measures of the APBO or net periodic postretirement benefit cost do not reflect the effects of the Act.Specific authoritative guidance on the accounting for the federal subsidy is pending and that guidance, when issued,could require the Corporation to change previously reported information.

19. Financial Instruments with Off-Balance Sheet Risk

Financial instruments with off-balance sheet risk at December 31 were:2003 2002

Financial instruments whose amounts represent credit risk:Commitments to extend credit:

To commercial customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $9,200,839 $8,193,341To individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,584,560 2,242,675

Standby letters of credit, net of participations . . . . . . . . . . . . . . . . . . . . . . . . . N/A 992,881Commercial letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63,368 46,441Mortgage loans sold with recourse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 464 690

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Commitments to extend credit are agreements to lend to a customer as long as there is no violation of anycondition established in the contract. Commitments generally have fixed expiration dates and may require payment of afee. The majority of the Corporation’s commitments to extend credit generally provide for the interest rate to bedetermined at the time the commitment is utilized. Since many of the commitments are expected to expire withoutbeing drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

The Corporation evaluates each customer’s credit worthiness on an individual basis. Collateral obtained, if any,upon extension of credit, is based upon management’s credit evaluation of the customer. Collateral requirements andthe ability to access collateral is generally similar to that required on loans outstanding as discussed in Note 7.

Commercial letters of credit are contingent commitments issued by the Corporation to support the financialobligations of a customer to a third party. Commercial letters of credit are issued to support payment obligations of acustomer as buyer in a commercial contract for the purchase of goods. Letters of credit have maturities which generallyreflect the maturities of the underlying obligations. The credit risk involved in issuing letters of credit is the same asthat involved in extending loans to customers. If deemed necessary, the Corporation holds various forms of collateralto support letters of credit.

Standby letters of credit are contingent commitments issued by the Corporation to support the financialobligations of a customer to a third party. Standby letters of credit are issued to support public and private financing,and other financial or performance obligations of customers. See Note 24 for the accounting of standby letters of creditin 2003.

Certain mortgage loans sold have limited recourse provisions.

20. Foreign Exchange Contracts

Foreign exchange contracts are commitments to purchase or deliver foreign currency at a specified exchange rate.The Corporation enters into foreign exchange contracts primarily in connection with trading activities to enablecustomers involved in international trade to hedge their exposure to foreign currency fluctuations and to minimize theCorporation’s own exposure to foreign currency fluctuations resulting from the above. Foreign exchange contractsinclude such commitments as foreign currency spot, forward, future and, to a much lesser extent, option contracts. Therisks in these transactions arise from the ability of the counterparties to perform under the terms of the contracts and therisk of trading in a volatile commodity. The Corporation actively monitors all transactions and positions againstpredetermined limits established on traders and types of currency to ensure reasonable risk taking.

Matching commitments to deliver foreign currencies with commitments to purchase foreign currencies minimizesthe Corporation’s market risk from unfavorable movements in currency exchange rates.

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At December 31, 2003 the Corporation’s foreign currency position resulting from foreign exchange contracts bymajor currency was as follows (U.S. dollars):

CommitmentsTo DeliverForeignExchange

CommitmentsTo Purchase

ForeignExchange

CurrencyEuros . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $430,406 $432,050English Pound Sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133,261 133,257Japanese Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,146 86,884Canadian Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,682 77,450Australian Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,034 55,923Swiss Franc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,304 54,320Mexican Peso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,737 12,719Hong Kong Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,737 —Swedish Kronor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,844 5,768Danish Kronor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,049 2,051New Zealand Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,713 1,703All Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131 130

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $861,044 $862,255

Average amount of contracts to deliver/purchase foreign exchange . . . . . . . . . . . $750,394 $750,785

21. Derivative Financial Instruments and Hedging Activities

Interest rate risk, the exposure of the Corporation’s net interest income and net fair value of its assets andliabilities to adverse movements in interest rates, is a significant market risk exposure that can have a material effect onthe Corporation’s financial position, results of operations and cash flows. The Corporation has established policies thatneither earnings nor fair value at risk should exceed established guidelines and assesses these risks by modeling theimpact of changes in interest rates that may adversely impact expected future earnings and fair values.

The Corporation has strategies designed to confine these risks within the established limits and identifyappropriate risk / reward trade-offs in the financial structure of its balance sheet. These strategies include the use ofderivative financial instruments to help achieve the desired balance sheet repricing structure while meeting the desiredobjectives of its customers.

Trading Instruments and Other Free Standing Derivatives

The Corporation enters into various derivative contracts primarily to focus on providing derivative products tocustomers which enables them to manage their exposures to interest rate risk. The Corporation’s market risk fromunfavorable movements in interest rates is generally economically hedged by concurrently entering into offsettingderivative contracts. The offsetting derivative contracts generally have nearly identical notional values, terms andindices. The Corporation uses interest rate futures to economically hedge the exposure to interest rate risk arising fromthe interest rate swap entered into in conjunction with its auto securitization activities.

Interest rate lock commitments on residential mortgage loans intended to be held for sale are considered freestanding derivative instruments. The option to sell the mortgage loans at the time the commitments are made are alsofree standing derivative instruments. The change in fair value of these derivative instruments due to changes in interestrates tend to offset each other and act as economic hedges.

Trading and free standing derivative contracts are not linked to specific assets and liabilities on the balance sheetor to forecasted transactions in an accounting hedge relationship and, therefore, do not qualify for hedge accountingunder SFAS 133. They are carried at fair value with changes in fair value recorded as a component of other noninterestincome.

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At December 31, 2003, free standing interest rate swaps consisted of $0.7 billion in notional amount of receivefixed/pay floating with an aggregate negative fair value of $2.7 million and $0.5 billion in notional amount of payfixed/receive floating with an aggregate positive fair value of $5.6 million.

At December 31, 2003, interest rate caps purchased amounted to $5.0 million in notional with a positive fair valueof $0.1 million and interest rate caps sold amounted to $5.0 million in notional with a negative fair value of $0.1million.

At December 31, 2003, the notional value of free standing interest rate futures was $0.5 million with animmaterial fair value.

Fair Value Hedges

The Corporation has fixed rate callable and institutional CDs and fixed rate long-term debt which expose theCorporation to variability in fair values due to changes in market interest rates.

To limit the Corporation’s exposure to changes in fair value due to changes in interest rates, the Corporation hasentered into receive-fixed / pay-floating interest rate swaps with identical call features, thereby creating the effect offloating rate deposits and floating rate long-term debt. The Corporation has determined that the hedges on the long-term debt qualify for the special short-cut accounting prescribed by SFAS 133, resulting in no ineffectiveness.

The Corporation also has agency collateralized mortgage backed investment securities designated as available forsale. The embedded prepayment options in the underlying mortgages expose the Corporation to variability in fair valuein a changing interest rate environment. To limit its exposure to changes in fair value, the Corporation had designatedpurchased interest rate floors as a hedge against changes in fair value attributable to the embedded prepayment option.

During 2001, the Corporation sold the floors. The adjustment to the carrying amount of the hedged investmentsecurities is being accreted into earnings over the remaining life of the security using the interest method.

During the first quarter of 2003, the Corporation terminated the fair value hedge on certain long-term borrowings.The adjustment to the fair value of the hedged instrument of $35.2 million is being accreted as income into earningsover the expected remaining term of the borrowings using the effective interest method.

The following table presents additional information with respect to selected fair value hedges.

Fair Value HedgesDecember 31, 2003

Hedged Item Hedging Instrument

NotionalAmount

($ in millions)Fair Value

($ in millions)

WeightedAverage

RemainingTerm (Years)

Fixed Rate CDs . . . . . . . . . . . . . . . . . . . . . . Receive Fixed Swap $425.0 $(5.5) 5.8Medium Term Notes . . . . . . . . . . . . . . . . . . Receive Fixed Swap 367.6 8.8 9.4

The impact from fair value hedges to total net interest income for the year ended December 31, 2003 was apositive $30.6 million. The impact to net interest income due to ineffectiveness was immaterial.

Cash Flow Hedges

The Corporation has variable rate loans and variable rate short-term borrowings, which expose the Corporation tovariability in interest payments due to changes in interest rates. The Corporation believes it is prudent to limit thevariability of a portion of its interest receipts and payments. To meet this objective, the Corporation enters into varioustypes of derivative financial instruments to manage fluctuations in cash flows resulting from interest rate risk. AtDecember 31, 2003, these instruments consisted of interest rate swaps. During 2001, the Corporation also employed aninterest rate floor that expired at the end of the year.

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December 31, 2003, 2002, and 2001 ($000 except share data)

The Corporation regularly originates and holds floating rate commercial loans that reprice monthly on the firstbusiness day to one-month LIBOR. As a result, the Corporation’s interest receipts are exposed to variability in cashflows due to changes in one-month LIBOR.

In order to hedge the interest rate risk associated with the floating rate commercial loans indexed to one-monthLIBOR, the Corporation has entered into receive fixed / pay LIBOR-based floating interest rate swaps designated ascash flow hedges against the first LIBOR-based interest payments received that, in the aggregate for each period, areinterest payments on such principal amount of its then existing LIBOR-indexed floating-rate commercial loans equal tothe notional amount of the interest rate swaps outstanding.

Hedge effectiveness is assessed at inception and each quarter on an on-going basis using regression analysis thattakes into account reset date differences for certain designated interest rate swaps that reset quarterly. Each month theCorporation makes a determination that it is probable that the Corporation will continue to receive interest payments onat least that amount of principal of its existing LIBOR-indexed floating-rate commercial loans that reprice monthly onthe first business day to one-month LIBOR equal to the notional amount of the interest rate swaps outstanding.Ineffectiveness is measured using the hypothetical derivative method and is recorded as a component of interestincome on loans.

The interest rate swaps change the variable-rate cash flow exposure on the loans and short-term borrowings tofixed-rate cash flows.

Changes in the fair value of the interest rate swaps designated as cash flow hedges are reported in accumulatedother comprehensive income. These amounts are subsequently reclassified to interest income or interest expense as ayield adjustment in the same period in which the related interest on the variable rate loans and short-term borrowingsaffects earnings. Ineffectiveness arising from differences between the critical terms of the hedging instrument andhedged item is recorded in interest income or expense.

The following table summarizes the Corporation’s cash flow hedges.

Cash Flow HedgesDecember 31, 2003

Hedged Item Hedging Instrument

NotionalAmount

($ in millions)Fair Value

($ in millions)

WeightedAverage

RemainingTerm (Years)

Variable Rate Loans . . . . . . . . . . . . . . . . . . . Receive Fixed Swap $1,175.0 $ 5.8 5.8Institutional CDs . . . . . . . . . . . . . . . . . . . . . Pay Fixed Swap 2,070.0 (13.1) 1.7Fed Funds Purchased . . . . . . . . . . . . . . . . . . Pay Fixed Swap 860.0 (23.4) 1.3FHLB Advances . . . . . . . . . . . . . . . . . . . . . . Pay Fixed Swap 610.0 (4.7) 3.9

During the third quarter of 2003, $610.0 million of FHLB floating rate advances were retired. In conjunction withthe retirement of debt, $610.0 million in notional value of receive floating/pay fixed interest rate swaps designated ascash flow hedges against the retired floating rate advances were terminated. The loss in accumulated othercomprehensive income aggregating $40.5 million ($26.3 million after tax) was charged to other expense.

During 2003, the Corporation redeemed all of the Floating Rate Debentures held by its subsidiary, MVBI CapitalTrust, and MVBI Capital Trust redeemed all of its currently outstanding Floating Rate Trust Preferred Securities at anaggregate liquidation amount of $14.95 million. In conjunction with the redemption the Corporation terminated theassociated interest rate swap designated as a cash flow hedge. The loss in accumulated other comprehensive incomeaggregating $1.4 million ($0.9 million after tax), was charged to other expense.

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During the first quarter, the cash flow hedge on commercial paper was terminated. The $32.6 million inaccumulated other comprehensive income at the time of termination is being amortized as expense into earnings in theremaining periods during which the hedged forecasted transaction affects earnings.

During the third quarter of 2002, the Corporation entered into a forward starting interest rate swap for theforecasted issuance of Bank notes. Bank notes in the amount of $0.5 billion were issued during the third quarter of2002 and the interest rate swap was terminated. The negative $1.3 million in accumulated other comprehensive incomeat termination is being amortized into interest expense over the term of the Bank notes using the effective interestmethod.

The impact to total net interest income from cash flow hedges, including amortization of terminated cash flowhedges, for the year ended December 31, 2003 was a negative $65.2 million. The impact due to ineffectiveness wasimmaterial. The estimated reclassification from accumulated other comprehensive income in the next twelve months is$39.9 million.

Credit risk arises from the potential failure of counterparties to perform in accordance with the terms of thecontracts. The Corporation maintains risk management policies that define parameters of acceptable market risk withinthe framework of its overall asset/liability management strategies and monitor and limit exposure to credit risk. TheCorporation believes its credit and settlement procedures serve to minimize its exposure to credit risk. Credit exposureresulting from derivative financial instruments is represented by their fair value amounts, increased by an estimate ofpotential adverse position exposure arising from changes over time in interest rates, maturities and other relevantfactors. At December 31, 2003 the estimated credit exposure arising from derivative financial instruments wasapproximately $33.7 million.

For the years ended December 31, 2002 and 2001, the effect on net interest income resulting from derivativefinancial instruments, was a negative $27.6 million and a positive $4.8 million including the amortization of terminatedderivative financial instruments, respectively.

22. Fair Value of Financial Instruments

The book values and estimated fair values for on and off-balance sheet financial instruments as of December 31,2003 and 2002 are presented in the following table. Derivative financial instruments designated as hedging instrumentsare included in the book values and fair values presented for the related hedged items. Derivative financial instrumentsdesignated as trading and other free standing derivatives are included in Trading securities.

Balance Sheet Financial Instruments ($ in millions)

2003 2002

Book Value Fair Value Book Value Fair Value

Financial Assets:Cash and short-term investments . . . . . . . . . . . . . . . . . $ 957.2 $ 957.2 $ 1,240.4 $ 1,240.4Trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.2 16.2 21.3 21.3Investment securities available for sale . . . . . . . . . . . . 4,786.4 4,786.4 4,266.4 4,266.4Investment securities held to maturity . . . . . . . . . . . . . 820.9 873.9 942.8 993.9Net loans and leases . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,835.4 25,289.5 23,570.4 24,543.1Interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178.3 178.3 136.5 136.5

Financial Liabilities:Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,270.1 22,361.9 20,393.7 20,564.1Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . 3,622.0 3,622.0 4,481.0 4,481.0Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . 4,045.6 4,368.6 3,896.1 4,313.8Standby letters of credit . . . . . . . . . . . . . . . . . . . . . . . . 4.7 4.7 N/A N/AInterest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66.0 66.0 94.1 94.1

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Where readily available, quoted market prices are utilized by the Corporation. If quoted market prices are notavailable, fair values are based on estimates using present value or other valuation techniques. These techniques aresignificantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Thecalculated fair value estimates, therefore, cannot be substantiated by comparison to independent markets and, in manycases, could not be realized upon immediate settlement of the instrument. The current reporting requirements excludecertain financial instruments and all nonfinancial assets and liabilities from its disclosure requirements. Accordingly,the aggregate fair value amounts presented do not represent the underlying value of the entire Corporation.

The following methods and assumptions are used in estimating the fair value for financial instruments.

Cash and short-term investments

The carrying amounts reported for cash and short-term investments approximate the fair values for those assets.

Trading and investment securities

Fair value is based on quoted market prices or dealer quotes where available. Estimated fair values for residualinterests in the form of interest-only strips from automobile loan securitizations are based on discounted cash flowanalysis.

Net loans and leases

Loans that reprice or mature within three months of December 31 are assigned fair values based on their bookvalue. The remaining loan and lease balances are assigned fair values based on a discounted cash flow analysis. Thediscount rate is based on the treasury yield curve, with rate adjustments for credit quality, cost and profit factors. Netloans and leases include mortgage loans held for sale.

Deposits

The fair value for demand deposits or any interest bearing deposits with no fixed maturity date is considered to beequal to the carrying value. Time deposits with defined maturity dates are considered to have a fair value equal to thebook value if the maturity date was within three months of December 31. The remaining time deposits are assigned fairvalues based on a discounted cash flow analysis using discount rates that approximate interest rates currently beingoffered on time deposits with comparable maturities.

Borrowings

Short-term borrowings are carried at cost that approximates fair value. Long-term debt is generally valued using adiscounted cash flow analysis with a discount rate based on current incremental borrowing rates for similar types ofarrangements or, if not readily available, based on a build up approach similar to that used for loans and deposits.Long-term borrowings include their related current maturities.

Standby letters of credit

The book value and fair value of standby letters of credit is based on the unamortized premium (fees paid bycustomers).

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Off-Balance Sheet Financial Instruments ($ in millions)

Fair values of loan commitments and letters of credit have been estimated based on the equivalent fees, net ofexpenses, that would be charged for similar contracts and customers at December 31:

2003 2002

Loan commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $9.3 $7.6Letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.8 6.9

See Note 19 for additional information on off-balance sheet financial instruments.

23. Business Segments

Generally, the Corporation organizes its segments based on legal entities. Each entity offers a variety of productsand services to meet the needs of its customers and the particular market served. Each entity has its own president andis separately managed subject to adherence to corporate policies. Discrete financial information is reviewed by seniormanagement to assess performance on a monthly basis. Certain segments are combined and consolidated for purposesof assessing financial performance.

The Corporation evaluates the profit or loss performance of its segments based on segment income. Segmentincome is after-tax income excluding certain charges which management considers unusual or infrequent. In prioryears, segment income also excluded charges for services from the holding company. For the year ended December 31,2003, management determined that it was more meaningful to include such charges in evaluating the performance ofits segments. Segment information for the years ended December 2002 and 2001 has been restated to include suchcharges in order to conform to the current year’s presentation of segment information.

The accounting policies of the Corporation’s segments are the same as those described in Note 1. Intersegmentrevenues may be based on cost, current market prices or negotiated prices between the providers and receivers ofservices.

Based on the way the Corporation organizes its segments, the Corporation has determined that it has tworeportable segments.

Banking

Banking represents the aggregation of two separately chartered banks headquartered in Wisconsin, one federallychartered thrift headquartered in Nevada, one separately chartered bank headquartered in St. Louis, Missouri, an asset-based lending subsidiary headquartered in Minnesota and an operational support subsidiary. Banking consists ofaccepting deposits, making loans and providing other services such as cash management, foreign exchange andcorrespondent banking to a variety of commercial and retail customers. Products and services are provided through avariety of delivery channels including traditional branches, supermarket branches, telephone centers, ATMs and theInternet.

Data Services (or Metavante)

Data Services includes Metavante as well as its related subsidiaries. Metavante provides data processing services,develops and sells software and provides consulting services to M&I affiliates as well as banks, thrifts, credit unions,trust companies and other financial services companies throughout the world although its activities are primarilydomestic. In addition, Data Services derives revenue from the Corporation’s credit card merchant operations. Themajority of Data Services revenue is derived from internal and external processing.

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All Others

M&I’s primary other operating segments include Trust Services, Mortgage Banking (residential and commercial),Capital Markets Group, Brokerage and Insurance Services and Commercial Leasing. Trust Services providesinvestment management and advisory services as well as personal, commercial and corporate trust services inWisconsin, Arizona, Minnesota, Florida, Nevada, North Carolina, Missouri and Illinois. Capital Markets Groupprovides venture capital and advisory services.

Total Revenues by type in All Others consist of the following ($ in millions):

2003 2002 2001

Trust Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $126.2 $120.3 $121.1Residential Mortgage Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49.0 46.8 43.5Capital Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.4 (3.6) 13.1Brokerage and Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.4 23.4 21.4Commercial Leasing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.1 13.8 13.2Commercial Mortgage Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.0 4.6 3.1Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.5 4.1 5.7

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $243.6 $209.4 $221.1

The following represents the Corporation’s operating segments as of and for the years ended December 31, 2003,2002 and 2001. Fees—Intercompany represent intercompany revenue charged to other segments for providing certainservices. Expenses—Intercompany represent fees charged by other segments for certain services received.Intrasegment revenues, expenses and assets have been eliminated.

Year Ended December 31, 2003 ($ in millions)

Banking Metavante OthersCorporateOverhead

Reclass-ificationsElim-inations Sub-total

ExcludedCharges

ConsolidatedIncomeBefore

AccountingChange

Net interest income . . . . . . . . . . . . . . . . . $ 1,046.5 $ (2.3) $ 29.8 $ (16.7) $ — $ 1,057.3 $— $ 1,057.3Fees—other . . . . . . . . . . . . . . . . . . . . . . 371.1 657.9 182.1 4.4 0.3 1,215.8 — 1,215.8Fees—intercompany . . . . . . . . . . . . . . . . 60.9 71.1 31.7 62.1 (225.8) — — —

Total revenue . . . . . . . . . . . . . . . . . 1,478.5 726.7 243.6 49.8 (225.5) 2,273.1 — 2,273.1Expenses—other . . . . . . . . . . . . . . . . . . . 634.4 609.1 117.9 88.0 (0.2) 1,449.2 2.5 1,451.7Expenses—intercompany . . . . . . . . . . . . 147.2 41.0 42.9 (5.8) (225.3) — — —

Total expenses . . . . . . . . . . . . . . . . 781.6 650.1 160.8 82.2 (225.5) 1,449.2 2.5 1,451.7Provision for loan and lease losses . . . . . 51.9 — 11.1 — — 63.0 — 63.0

Income before taxes . . . . . . . . . . . . . . . . 645.0 76.6 71.7 (32.4) — 760.9 (2.5) 758.4Income tax expense . . . . . . . . . . . . . . . . 179.5 21.0 28.1 (13.3) — 215.3 (1.0) 214.3

Segment income . . . . . . . . . . . . . . . . . . . $ 465.5 $ 55.6 $ 43.6 $ (19.1) $ — $ 545.6 $(1.5) $ 544.1

Identifiable assets . . . . . . . . . . . . . . . . . . $33,221.9 $990.2 $609.6 $571.4 $(1,020.5) $34,372.6 $— $34,372.6

Depreciation and amortization . . . . . . . . $ 100.8 $113.8 $ (18.4) $ 3.8 $ — $ 200.0 $ 0.1 $ 200.1

Purchase of premises and equipment,net . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 35.9 $ 24.2 $ 2.6 $ (0.6) $ — $ 62.1 $— $ 62.1

Return on Average Equity . . . . . . . . . . . 15.92% 15.87% 18.21% 16.79%

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ExcludedCharges


AccountingChange

Net interest income . . . . . . . . . . . . . . . . . $ 1,002.7 $ (3.8) $ 28.4 $ (21.0) $ — $ 1,006.3 $ — $ 1,006.3Fees—other . . . . . . . . . . . . . . . . . . . . . . 322.8 601.5 154.2 4.2 — 1,082.7 — 1,082.7Fees—intercompany . . . . . . . . . . . . . . . . 44.4 64.6 26.8 56.7 (192.5) — — —

Total revenue . . . . . . . . . . . . . . . . . 1,369.9 662.3 209.4 39.9 (192.5) 2,089.0 — 2,089.0Expenses—other . . . . . . . . . . . . . . . . . . . 539.3 554.9 120.2 75.8 (1.3) 1,288.9 7.1 1,296.0Expenses—intercompany . . . . . . . . . . . . 126.2 28.3 40.7 (4.0) (191.2) — — —



Segment income . . . . . . . . . . . . . . . . . . . $ 431.5 $ 48.0 $ 27.6 $ (22.6) $ — $ 484.5 $ (4.2) $ 480.3

Identifiable assets . . . . . . . . . . . . . . . . . . $31,753.3 $835.2 $718.0 $427.1 $(859.0) $32,874.6 $ — $32,874.6

Depreciation and amortization . . . . . . . . $ 18.6 $ 84.9 $ (17.0) $ 4.3 $ — $ 90.8 $ 0.3 $ 91.1

Purchase of premises and equipment,net . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 29.4 $ 20.3 $ 1.6 $ 1.3 $ — $ 52.6 $ — $ 52.6





ExcludedCharges


AccountingChange

Net interest income . . . . . . . . . . . . . . . . . $ 842.8 $ (3.7) $ 27.4 $ (23.7) $ — $ 842.8 $ — $ 842.8Fees—other . . . . . . . . . . . . . . . . . . . . . . 286.3 557.6 171.7 2.7 (1.0) 1,017.3 (16.1) 1,001.2Fees—intercompany . . . . . . . . . . . . . . . . 33.5 61.4 22.0 54.7 (171.6) — — —

Total revenue . . . . . . . . . . . . . . . . . 1,162.6 615.3 221.1 33.7 (172.6) 1,860.1 (16.1) 1,844.0Expenses—other . . . . . . . . . . . . . . . . . . . 468.4 512.6 111.7 86.4 (0.7) 1,178.4 110.5 1,288.9Expenses—intercompany . . . . . . . . . . . . 120.0 20.6 36.4 (5.1) (171.9) — — —



Segment income . . . . . . . . . . . . . . . . . . . $ 359.5 $ 48.2 $ 44.1 $ (30.8) $ — $ 421.0 $ (83.1) $ 337.9

Identifiable assets . . . . . . . . . . . . . . . . . . $26,255.4 $754.7 $832.1 $359.4 $(949.1) $27,252.5 $ — $27,252.5

Depreciation and amortization . . . . . . . . $ (26.8) $ 87.2 $ (19.5) $ 3.5 $ — $ 44.4 $ 17.5 $ 61.9

Purchase of premises and equipment,net . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 21.1 $ 18.3 $ 1.5 $ 3.7 $ — $ 44.6 $ — $ 44.6


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Excluded charges in 2003 and 2002 reflect transition charges related to acquisitions by Metavante.

Excluded charges in 2001 reflect charges related to changes and acquisitions by Metavante, auto lease residualwrite-downs and charges associated with completing the consolidation of M&I’s banking charters.

24. Guarantees

In November 2002, the FASB issued Interpretation No. 45 (“FIN 45”), Guarantor’s Accounting and DisclosureRequirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. This Interpretationelaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about itsobligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize at theinception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. Loancommitments and commercial letters of credit are excluded from the scope of this Interpretation.

Standby letters of credit are contingent commitments issued by the Corporation to support the obligations of acustomer to a third party and to support public and private financing, and other financial or performance obligations ofcustomers. Standby letters of credit have maturities that generally reflect the maturities of the underlying obligations.The credit risk involved in issuing standby letters of credit is the same as that involved in extending loans to customers.If deemed necessary, the Corporation holds various forms of collateral to support the standby letters of credit. Thegross amount of standby letters of credit issued at December 31, 2003 was $1.3 billion. Of the amount outstanding atDecember 31, 2003, standby letters of credit conveyed to others in the form of participations amounted to $76.4million. Since many of the standby letters of credit are expected to expire without being drawn upon, the amountsoutstanding do not necessarily represent future cash requirements. At December 31, 2003, the estimated fair valueassociated with letters of credit amounted to $4.7 million.

Metavante offers credit card processing to its customers. Under the rules of the credit card associations, Metavantehas certain contingent liabilities for card transactions acquired from merchants. This contingent liability arises in theevent of a billing dispute between the merchant and a cardholder that is ultimately resolved in the cardholder’s favor.In such case, Metavante charges the transaction back (“chargeback”) to the merchant and the disputed amount iscredited or otherwise refunded to the cardholder. If Metavante is unable to collect this amount from the merchant, dueto the merchant’s insolvency or other reasons, Metavante will bear the loss for the amount of the refund paid to thecardholder. In most cases this contingent liability situation is unlikely to arise because most products or services aredelivered when purchased, and credits are issued by the merchant on returned items. However, where the product orservice is not provided until some time following the purchase, the contingent liability may be more likely. This creditloss exposure is within the scope of the recognition and measurement provisions of FIN 45. The Corporation hasconcluded that the fair value of the contingent liability was immaterial due to the following factors: (1) merchants areevaluated for credit risk in a manner similar to that employed in making lending decisions; (2) if deemed appropriate,the Corporation obtains collateral which includes holding funds until the product or service is delivered or severs itsrelationship with a merchant; and (3) compensation, if any, received for providing the guarantee is minimal.

Metavante assesses the contingent liability and records credit losses for known losses and a provision for lossesincurred but not reported which are based on historical chargeback loss experience. For the year ended December 31,2003, such losses amounted to $33.

Metavante’s master license agreement includes an indemnification clause that indemnifies the licensee againstclaims, suits or other proceedings (including reasonable attorneys’ fees and payment of any final settlement orjudgment) brought by third parties against the licensee alleging that a software product, by itself and not incombination with any other hardware, software or services, when used by licensee as authorized under the masterlicense agreement, infringes a U.S. patent or U.S. copyright issued or registered as of the date the master licenseagreement is executed. Metavante’s obligation to indemnify a licensee is contingent on the licensee providing promptwritten notice of the claim, full authority and control of the defense and settlement of the claim and reasonableassistance at Metavante’s request and expense, to defend or settle such claim.

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In the event a software product becomes, or in Metavante’s opinion is likely to become, the subject of aninfringement claim, Metavante may, at its option and expense, either procure for the licensee the right to continueusing the software product, modify the software product so that it becomes non-infringing, substitute the softwareproduct with other software of the same material capability and functionality or where none of these options arereasonably available, terminate the license granted and refund the unearned portion of the initial license fee.

Metavante’s obligation is subject to certain exceptions and Metavante will have no obligation to any infringementclaim based upon any failure to use the software product in accordance with the license agreement or for purposes notintended by Metavante, Metavante’s modification of the software product in compliance with specifications orrequirements provided by the licensee, use of any part of the software product in conjunction with third party software,hardware or data not authorized in the license agreement, modification, addition or change to any part of the softwareproduct by the licensee or its agents or any registered user, use of any release of the software product other than themost current release made available to the licensee and any claim of infringement arising more than five years after thedelivery date of the applicable software product.

At December 31, 2003 and 2002 there were no liabilities reflected on the Consolidated Balance Sheets related tothese indemnifications.

As of December 31, 2003, the Corporation has fully and unconditionally guaranteed $200 million of certain long-term borrowing obligations issued by its wholly-owned trust M&I Capital Trust A that was deconsolidated upon theadoption of the provisions of FIN 46R. See Note 2 and Note 14 for further discussion.

As part of securities custody activities and at the direction of trust clients, the Corporation’s trust subsidiary,Marshall & Ilsley Trust Company N.A. (“M&I Trust”) lends securities owned by trust clients to borrowers who havebeen evaluated for credit risk in a manner similar to that employed in making lending decisions. In connection withthese activities, M&I Trust has issued certain indemnifications against loss resulting from the default by a borrowerunder the master securities loan agreement, such as the failure of the borrower to return loaned securities when due orthe borrower’s bankruptcy or receivership. The borrowing party is required to fully collateralize securities receivedwith cash or marketable securities. As securities are loaned, collateral is maintained at a minimum of 100 percent of thefair value of the securities plus accrued interest and the collateral is revalued on a daily basis. The amount of securitiesloaned subject to indemnification was $5.0 billion at December 31, 2003 and $3.3 billion at December 31, 2002.Because of the requirement to fully collateralize securities borrowed, management believes that the exposure to creditloss from this activity is remote and there are no liabilities reflected on the Consolidated Balance Sheets at December31, 2003 and December 31, 2002, related to these indemnifications.

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25. Condensed Financial Information—Parent Corporation Only

Condensed Balance SheetsDecember 31

2003 2002

AssetsCash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 325,337 $ 230,042Indebtedness of nonbank affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 365,870 386,778Investments in affiliates:

Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,820,712 2,723,852Nonbanks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 760,142 665,845

Premises and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,928 34,739Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210,264 167,986

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,514,253 $4,209,242

Liabilities and Shareholders’ EquityCommercial paper issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 305,743 $ 354,821Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 236,921 199,390Long-term borrowings:

7.65% Junior Subordinated Deferrable Interest Debenturesdue to M&I Capital Trust A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 224,871 199,225

Floating Rate Subordinated Debentures due to MVBI Capital Trust . . . . . . . . . . . . . . . . — 15,726Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 418,025 403,412

Total long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 642,896 618,363

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,185,560 1,172,574Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,328,693 3,036,668

Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,514,253 $4,209,242

Scheduled maturities of long-term borrowings are $1,000 in 2004, $2,458 in 2005, $198,425 in 2006, $7,315 in2007, and $2,245 in 2008. See Note 14 for a description of the junior subordinated debt due to M&I Capital Trust Aand the subordinated debenture due to the MVBI Capital Trust.

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Condensed Statements of IncomeYears Ended December 31

2003 2002 2001

IncomeCash dividends:

Bank affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $390,129 $573,322 $345,900Nonbank affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,682 44,553 75,713

Interest from affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,406 16,918 19,978Service fees and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71,658 63,916 57,632

Total income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 503,875 698,709 499,223ExpenseInterest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,056 38,493 43,758Salaries and employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,684 39,234 46,018Administrative and general . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,478 35,753 36,411Single Charter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 4,695

Total expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118,218 113,480 130,882Income before income taxes, cumulative effect of changes in accounting principlesand equity in undistributed net income of affiliates . . . . . . . . . . . . . . . . . . . . . . . . 385,657 585,229 368,341

Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,314) (9,255) (17,800)

Income before cumulative effect of changes in accounting principles and equity inundistributed net income of affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 398,971 594,484 386,141

Cumulative effect of changes in accounting principles, net of income taxes . . . . . . . — — —

Income before equity in undistributed net income of affiliates . . . . . . . . . . . . . . . . . . 398,971 594,484 386,141Equity in undistributed net income of affiliates, net of dividends paid: . . . . . . . . . . .

Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,927 (153,140) (16,724)Nonbanks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93,207 38,983 (31,932)

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $544,105 $480,327 $337,485

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Condensed Statements of Cash FlowsYears Ended December 31

2003 2002 2001

Cash Flows From Operating Activities:Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 544,105 $ 480,327 $ 337,485Noncash items included in income:

Equity in undistributed net income of affiliates . . . . . . . . . . . . . . . . . . . (145,134) 114,157 48,656Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,831 4,633 4,691Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,244 43,765 20,399

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 424,046 642,882 411,231

Cash Flows From Investing Activities:Increases in indebtedness of affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . (1,104,749) (3,162,784) (3,207,948)Decreases in indebtedness of affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . 1,125,657 3,172,852 3,114,987Decreases (increases) in investments in affiliates . . . . . . . . . . . . . . . . . 2,829 (44,662) (24,600)Net capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (326) (1,374) (3,376)Acquisitions accounted for as purchases, net of cash and cashequivalents acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (303,344) 35,018

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20,426) (10,030) (9)

Net cash (used in) provided by investing activities . . . . . . . . . . . . . . . . . . . . 2,985 (349,342) (85,928)

Cash Flows From Financing Activities:Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (158,007) (136,955) (122,777)Proceeds from issuance of commercial paper . . . . . . . . . . . . . . . . . . . . 4,638,514 4,662,909 3,472,573Principal payments on commercial paper . . . . . . . . . . . . . . . . . . . . . . . . (4,652,968) (4,657,700) (3,499,459)Proceeds from issuance of long-term borrowings . . . . . . . . . . . . . . . . . 179,166 38,959 250,000Payments on long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . (186,460) (79,453) (67,950)Purchases of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (201,044) (165,116) (267,438)Proceeds from issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . 49,063 15,187 23,630Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (691)

Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (331,736) (322,169) (212,112)

Net (decrease) increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . 95,295 (28,629) 113,191Cash and cash equivalents, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . 230,042 258,671 145,480

Cash and cash equivalents, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 325,337 $ 230,042 $ 258,671

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Quarterly Financial Information (Unaudited)

Following is unaudited financial information for each of the calendar quarters during the years ended December31, 2003 and 2002. Per share data for prior periods has been restated for the 2002 two-for-one stock split.

Quarter Ended

Dec. 31 Sept. 30 June 30 March 31

2003Total Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $379,612 $371,240 $387,479 $391,589Net Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 270,190 258,668 263,943 264,485Provision for Loan and Lease Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,807 7,852 19,642 25,692Income before Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195,547 165,839 203,367 193,634Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141,124 140,299 134,652 128,030Net Income Per Share:*

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.63 $ 0.62 $ 0.59 $ 0.57Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.62 0.61 0.59 0.56

2002Total Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $404,013 $392,773 $390,143 $380,407Net Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 263,222 252,801 249,998 240,277Provision for Loan and Lease Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,398 18,842 16,980 15,196Income before Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189,031 179,926 179,159 170,476Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125,035 119,236 120,427 115,629Net Income Per Share:*

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.56 $ 0.56 $ 0.56 $ 0.55Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.55 0.54 0.54 0.53

2003 2002 2001 2000 1999

Common Dividends DeclaredFirst Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0.160 $0.145 $0.1325 $0.1200 $0.110Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.180 0.160 0.1450 0.1325 0.120Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.180 0.160 0.1450 0.1325 0.120Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.180 0.160 0.1450 0.1325 0.120

$0.700 $0.625 $0.5675 $0.5175 $0.470

*May not add due to rounding

Price Range of Stock(Low and High Close—Restated for 2002 Two-for-One Stock Split)

2003 2002 2001 2000 1999

First QuarterLow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $25.07 $28.90 $24.02 $21.94 $27.69High . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.15 31.68 27.60 30.22 29.63

Second QuarterLow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.79 29.52 24.46 20.76 27.38High . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.75 31.96 27.18 27.66 35.97

Third QuarterLow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30.13 25.69 25.50 21.78 27.94High . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.74 30.97 29.78 25.81 34.88

Fourth QuarterLow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.53 23.25 26.33 19.31 28.91High . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38.40 29.20 32.06 25.75 34.66

o n e h u n d r e d t w e n t y - o n e

INDEPENDENT AUDITORS’ REPORT

To the Shareholders and Board of Directors of Marshall & Ilsley Corporation:

We have audited the accompanying consolidated balance sheets of Marshall & Ilsley Corporation and subsidiaries(the “Corporation”) as of December 31, 2003 and 2002, and the related consolidated statements of income,shareholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of theCorporation’s management. Our responsibility is to express an opinion on these financial statements based on ouraudits. The consolidated financial statements of Marshall & Ilsley Corporation as of December 31, 2001 and for theyear then ended, were audited by other auditors who have ceased operations. Those auditors expressed an unqualifiedopinion on those financial statements in their report dated January 17, 2002.

We conducted our audits in accordance with auditing standards generally accepted in the United States ofAmerica. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statementpresentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such 2003 and 2002 consolidated financial statements present fairly, in all material respects, thefinancial position of Marshall & Ilsley Corporation and subsidiaries as of December 31, 2003 and 2002, and the resultsof their operations and their cash flows for the years then ended in conformity with accounting principles generallyaccepted in the United States of America.

As discussed in Note 2 to the consolidated financial statements, effective January 1, 2002, the Corporationadopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.”

As discussed in Note 2 to the consolidated financial statements, effective January 1, 2001, the Corporationchanged its method of accounting for derivative instruments.

/s/ DELOITTE & TOUCHE LLP

Milwaukee, WisconsinJanuary 14, 2004

o n e h u n d r e d t w e n t y - t w o

This is a copy of the audit report previously issued by Arthur Andersen LLP. This report has not been reissued byArthur Andersen LLP.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and the Board of Directors of Marshall & Ilsley Corporation:

We have audited the accompanying consolidated balance sheets of Marshall & Ilsley Corporation (a Wisconsincorporation) and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of income,shareholders’ equity and cash flows for the years ended December 31, 2001, 2000 and 1999. These consolidatedfinancial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinionon these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by management, as well as evaluating the overall financialstatement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, thefinancial position of Marshall & Ilsley Corporation and subsidiaries as of December 31, 2001 and 2000, and the resultsof their operations and their cash flows for the years ended December 31, 2001, 2000 and 1999, in conformity withaccounting principles generally accepted in the United States.

As discussed in Note 2 to the Consolidated Financial Statements, effective January 1, 2001, the Corporationchanged its method of accounting for derivative instruments.

As discussed in Note 2 to the Consolidated Financial Statements, effective January 1, 2000, the Corporationchanged its method of accounting for certain conversion services.

/s/ ARTHUR ANDERSEN LLP

Milwaukee, WisconsinJanuary 17, 2002

o n e h u n d r e d t w e n t y - t h r e e

SHAREHOLDERS’ MEETING The Annual Meeting of Shareholders will be held on

Tuesday, April 27, 2004, at 10:00 a.m. at the Pabst Theater,

144 East Wells Street, Milwaukee, Wisconsin.

REGISTRAR AND TRANSFER AGENT Continental Stock Transfer & Trust Company

17 Battery Place – 8th Floor

New York, NY 10004

(800) 529-3163

NYSE SYMBOL M&I common stock is traded on the New York Stock Exchange

under the symbol MI.

For the closing price of M&I common stock, current stock prices

(with a 20-minute delay), and historical stock prices, go to

www.micorp.com.

ANNUAL REPORT ON FORM 10-K Shareholders and other interested persons may obtain a copy

of M&I’s 2003 Annual Report on Form 10-K free of charge by

calling the M&I Shareholder Information Line at 1 (800) 318-0208

or upon written request to:

Marshall & Ilsley Corporation

Shareholder Relations

770 North Water Street

Milwaukee, WI 53202

M&I has filed the Chief Executive Officer/Chief Financial Officer

certifications that are required by Section 302 of the Sarbanes-Oxley

Act of 2002 as exhibits to its Annual Report on Form 10-K.

INVESTOR RELATIONS WEBSITE For current corporate and investor information, including certain

documents related to Marshall & Ilsley Corporation’s corporate

governance, go to www.micorp.com.

S H A R E H O L D E R I N F O R M A T I O N

770 North Water Street, Milwaukee, WI 53202(414) 765-7700 www.micorp.com

marshall & llsley corp annual reports 2003

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